EXHIBIT _____**CARVE-OUT GUARANTY**     THISUNCONDITIONAL GUARANTY (this “Guaranty”) is dated asof August 1, 2005 and made by TOUSA HOMES, L.P., a Delaware limited partnership(“TOUSA Me TECHNICAL OLYMPIC USA, INC., a Delaware corporation (together with TOUSA Member,jointly and severally, the “Guarantors”), in favor of DEUTSCHE BANK TRUST COMPANYAMERICAS, in its capacity as Administrative Agent for the Lenders described below(in such capacity, together with its successors in such capacity, the“Administrative Agent”).RECITALS     A. Pursuant to that certain Credit Agreement dated as of the date hereof (asthe same may be Modified from time to time, the “Loan Agreement”) by and amongEH/TRANSEASTERN, LLC, a limited liability company organized under the laws of thestate of Delaware and TE/TOUSA SENIOR, LLC, a limited liability company organizedunder the laws of the state of Delaware (together, jointly and severally, the“Borrowers” and each a “Borrower”), the Lenders from time to time party thereto(the “Lenders”), and Administrative Agent, the Lenders have agreed to make a loanto Borrowers in an initial principal amount of $450,000,000 (the “Loan”),consisting of $335,000,000 aggregate principal amount of Term Loans, and up to$115,000,000 aggregate principal amount of Revolving Commitments.     B. It is a condition precedent to the making of the Loan by the Lenders thatGuarantors shall have executed and delivered this Guaranty to the AdministrativeAgent.     C. Capitalized terms used and not otherwise defined herein shall have themeaning ascribed to such terms in the Loan Agreement.AGREEMENT     **NOW THEREFORE**, to induce the Lenders to extend the Loan to Borrowers, andfor other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, Guarantors hereby covenant and agree, jointly andseverally, as follows:     1. Guarantee of Obligations. Guarantors do hereby, jointly andseverally, unconditionally, absolutely and irrevocably guarantee to theAdministrative Agent, for the benefit of the Lenders and their respectivesuccessors and assigns, as a primary obligor and not merely as a surety (all themonetary and other obligations referred to in this Section being collectivelyreferred to as the “Guaranteed Obligations”):                (a) any liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, charges, expenses and disbursements (including reasonableattorney’s fees and expenses) of any kind or nature whatsoever which may at anytime be imposed on, incurred by or asserted against Administrative Agent orLenders and arising out of or in connection with the matters listed below:               (i) fraud or material misrepresentation by any Transaction Partyin connection with the Loan Documents;
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                (ii) the misappropriation by any Transaction Party or any Affiliatethereof of any Rents or Distributions in violation of Section 6.8;                (iii) any failure of the Borrower Parties to perform their obligationsto properly account to Administrative Agent for any proceeds ofinsurance or awards or condemnation as required by the Loan Documents,to properly apply same in accordance with the terms and provisions ofthe Loan Documents, or for the misapplication or misappropriation by theBorrower Parties of condemnation or insurance proceeds;                (iv) any act by a Transaction Party or any Affiliate thereofconstituting intentional misconduct or waste of the Mortgaged Property;                (v) the Borrower Parties’ failure to observe the covenants set forthin Sections 6.1 and 6.4 of the Credit Agreement;                (vi) the Borrowers failure to maintain the insurance required to bemaintained under the Loan Documents or pay Taxes or Impositions requiredto be paid under Section 5.8;                (b) upon the occurrence of any of the following events, all ofthe Obligations:                    (i) anyTransaction Party files a petition or commences any proceeding as to which such Person is the debtor therein pursuant to theBankruptcy Code, any successor statute, any similar debtor relief law, orany state insolvency proceedings, or                    (ii) any Transaction Party shall institute any proceeding forthedissolution or liquidation of a Transaction Party, or shall make anassignment for the benefit of creditors with respect to a TransactionParty, or                     (iii) any of the actions described in subsections (a) or (b) iscommenced or filing is made as to which a Transaction Party is the debtortherein by any Affiliate of any Transaction Parties or through collusionwith any third party.Guarantors further agree that the Guaranteed Obligations may be Modified,waived, accelerated or compromised from time to time, in whole or in part,without notice to or further assent from them, and that they will remain boundupon its guarantee notwithstanding any Modification, waiver, acceleration orcompromise of any of the Guaranteed Obligations.     2. Nature of Guaranty. This is an irrevocable, absolute,continuing guaranty of payment and performance and not a guaranty ofcollection. Guarantors waive any right to require that any resort be had bythe Administrative Agent or any Lender to any of the security held for paymentof the Guaranteed Obligations or to any balance of any deposit account orcredit on the books of the Administrative Agent or any Lender in favor ofBorrowers or any other person. This Guaranty may not be revoked by Guarantorsand shall continue to be effective with respect to the Guaranteed Obligationsarising or created after any attempted revocation by Guarantors. It is theintent of Guarantors that the obligations and liabilities of Guarantorshereunder are absolute and unconditional under any and all circumstances andthat
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until the Guaranteed Obligations are fully and finally satisfied, suchobligations and liabilities shall not be discharged or released in whole or inpart, by any act or occurrence which might, but for the provisions of thisGuaranty, be deemed a legal or equitable discharge or release of Guarantors.     3. Rights Independent. The obligations of Guarantors hereunderare independent of the Obligations of Borrowers or the obligations of anyother Person, including any other Person executing a guaranty of any or all ofthe Guaranteed Obligations (such Person, an “Other Guarantor”) or any securityfor the Guaranteed Obligations, and the Administrative Agent may proceed inthe enforcement hereof independently of any other right or remedy that theAdministrative Agent may at any time hold with respect to the GuaranteedObligations or any security or other guarantee therefor. The AdministrativeAgent may file a separate action or actions against Guarantors hereunder,whether action is brought and prosecuted with respect to any security oragainst Borrowers or any Other Guarantor or any other Person, or whetherBorrowers or any Other Guarantor or any other Person is joined in any suchaction or actions. Guarantors waive the benefit of any statute of limitationsaffecting their liability hereunder or the enforcement of the GuaranteedObligations. The liability of Guarantors hereunder shall be reinstated andrevived, and the rights of the Administrative Agent and each Lender shallcontinue, with respect to any amount at any time paid on account of theGuaranteed Obligations which shall thereafter be required to be restored orreturned by the Administrative Agent or any Lender upon the bankruptcy,insolvency, or reorganization of Borrowers or any other Person, or otherwise,all as though such amount had not been paid. Guarantors further agree to theextent (i) Borrowers or Guarantors make any payment to the AdministrativeAgent or any Lender in connection with the Guaranteed Obligations and all orany part of such payment is subsequently invalidated, declared to befraudulent or preferential, set aside or required to be repaid by the trustee,receiver or any other entity, whether under any Bankruptcy Law or otherwise,or (ii) in the event following the payment in full of the principal amount ofthe Loan, the Administrative Agent or any Lender is subject to furtherliability, loss, or expense covered by the indemnification obligations setforth in the Loan Documents (the payments and obligations referred to inclauses (i) and (ii) above are hereafter referred to, collectively, as“Preferential Payments”), then this Guaranty shall continue to beeffective or shall be reinstated, as the case may be, and, to the extent ofsuch payment or repayment by the Administrative Agent or such Lender, theGuaranteed Obligations or part thereof intended to be satisfied by suchPreferential Payment shall be revived and continued in full force and effectas if said Preferential Payment had not been made.     4. Authority to Modify the Guaranteed Obligations. Each Guarantorauthorizes the Administrative Agent and each Lender, without notice to ordemand on Guarantors and without affecting its liability hereunder or theenforceability hereof, from time to time to: (a) Modify, waive, accelerate orcompromise the time for payment or the terms of the Guaranteed Obligations orany part thereof, including increase or decrease the rates of interestthereon; (b) Modify, waive, accelerate, compromise, or enter into or give anyagreement, approval, or consent with respect to, the Guaranteed Obligations orany part thereof or any of the Loan Documents or any security or additionalguaranties, or any condition, covenant, default, remedy, right,representation, or term thereof or thereunder; (c) accept new or additionalinstruments, documents, or agreements in exchange for or relative to any ofthe Loan Documents or the Guaranteed Obligations or any part thereof; (d)accept partial payments on the Guaranteed
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Obligations; (e) receive and hold additional security or guaranties forthe Guaranteed Obligations or any part thereof or this Guaranty; (f) release,reconvey, terminate, waive, abandon, subordinate, exchange, substitute,transfer, and enforce the Guaranteed Obligations or any security or any otherguaranties, and apply any security and direct the order or manner of salethereof as the Administrative Agent or such Lender in its discretion maydetermine; (g) release Borrowers or any other Person or any Other Guarantorfrom any personal liability with respect to the Guaranteed Obligations or anypart thereof; (h) settle, release on terms reasonably satisfactory to theAdministrative Agent or such Lender or by operation of law or otherwise,compound, compromise, collect, or otherwise liquidate or enforce any of theGuaranteed Obligations and any security or other guarantee in any manner,consent to the transfer of any security, and bid and purchase at any sale; and(i) consent to the merger or any other change, restructure, or termination ofthe corporate existence of Borrowers or any other Person and correspondinglyrestructure the Guaranteed Obligations, and any such merger, change,restructure, or termination shall not affect the liability of Guarantorshereunder or the enforceability hereof with respect to all GuaranteedObligations.     5. Waiver of Defenses.           (a) Each Guarantor waives any right to require the Administrative Agentor any Lender, prior to or as a condition to the enforcement of this Guaranty,to: (i) proceed against Borrowers or any other Person or any Other Guarantor;(ii) proceed against or exhaust any security for the Guaranteed Obligations orto marshal assets in connection with foreclosing collateral security; (iii)give notice of the terms, time, and place of any public or private sale of anysecurity for the Guaranteed Obligations; or (iv) pursue any other remedy inthe Administrative Agent’s or such Lender’s power whatsoever.           (b) Each Guarantor waives any defense arising by reason of: (i) anydisability or other defense of Borrowers or any other Person with respect tothe Guaranteed Obligations; (ii) the unenforceability or invalidity of theGuaranteed Obligations, any of the Loan Documents or any security or any otherguarantee for the Guaranteed Obligations, or the lack of perfection or failureof priority of any security for the Guaranteed Obligations; (iii) thecessation from any cause whatsoever of the liability of Borrowers or any otherPerson or any Other Guarantor (other than by reason of the full payment anddischarge of the Guaranteed Obligations); (iv) any act or omission of theAdministrative Agent or any Lender or any other Person which directly orindirectly results in or aids the discharge or release of Borrowers or anyother Person or the Guaranteed Obligations or any security or other guaranteetherefor by operation of law or otherwise; (v) the taking or accepting of anyother security, collateral or guaranty, or other assurance of the payment orperformance of all or any of the Guaranteed Obligations; (vi) any release,surrender, exchange, subordination, deterioration, waste, loss or impairmentby the Administrative Agent or any Lender (including any negligent impairmentbut excluding any gross negligent or willful impairment) of any collateral,property or security, at any time existing in connection with, or assuring orsecuring payment of, all or any part of the Guaranteed Obligations; (vii) thefailure of the Administrative Agent, any Lender or any other Person toexercise diligence or reasonable care in the preservation, protection,enforcement, sale or other handling or treatment of all or any part of anycollateral, property or security (but excluding any gross negligence orwillful misconduct on the part of the Administrative Agent or any Lender);(viii) the fact that any collateral, security, security interest or liencontemplated or intended to be
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given, created or granted as security for the repayment of the indebtednessevidenced by the Notes or the Guaranteed Obligations shall not be properlyperfected or created, or shall prove to be unenforceable or subordinate to anyother security interest or lien, it being recognized and agreed by Guarantorsthat Guarantors are not entering into this Guaranty in reliance on, or incontemplation of the benefits of, the validity, enforceability, collectibilityor value of any of the collateral for the Guaranteed Obligations or anysecurity interest in such collateral; (ix) any payment by Borrowers to theAdministrative Agent or any Lender is held to constitute a preference underthe Bankruptcy Code or any another federal, state or local laws concerningbankruptcy, insolvency, reorganization or relief of debtors, or for any reasonthe Administrative Agent or any Lender is required to refund such payment orpay such amounts to Borrowers or any other Person legally entitled thereto;and (x) any and all other suretyship or defenses that may be available toGuarantors.           (c) Each Guarantor waives: (i) all presentments, demands forperformance, notices of nonperformance, protests, notices of protest, noticesof dishonor, and all other notices of any kind or nature whatsoever withrespect to the Guaranteed Obligations, and notices of acceptance of thisGuaranty and of the existence, creation, or incurring of new or additionalGuaranteed Obligations; (ii) any rights to set-offs, recoupments, claims orcounterclaims; and (iii) any right to revoke or terminate this Guaranty.     6. Subordination.           (a) Each Guarantor hereby covenants and agrees that the principal of, orinterest on, all now existing and hereafter arising Indebtedness of Borrowersto Guarantors (the “Claims”) and all rights and remedies of Guarantors withrespect thereto and any lien securing payment thereof are and shall continueto be subject, subordinate and rendered junior in the right of payment to allamounts due and payable in respect of the Guaranteed Obligations, as the samemay be Modified, waived, accelerated or compromised from time to time.           (b) Guarantors represent and warrant to the Administrative Agent thatGuarantors are or will be the sole and absolute owners of the Claims and havenot sold, assigned, transferred or otherwise disposed of any right they mayhave to repayment of the Claims or any security therefor. Guarantors herebyfurther covenant and agree that upon the occurrence and during thecontinuation of any Potential Default or Event of Default, until theGuaranteed Obligations are paid and performed in full: (i) Guarantors will notreceive, directly or indirectly, any payment, advance, credit or furthersecurity of any kind whatsoever on account of the Claims; (ii) Guarantors willnot sell, assign, transfer or endorse the Claims or any part or evidencethereof; (iii) Guarantors will not Modify the Claims or any part or evidencethereof; and (iv) Guarantors will not take, or permit any action to be taken,to assert, collect or enforce the Claims or any part thereof.           (c) Upon any distribution of all of the assets of any Borrower to itscreditors upon the dissolution, winding up, liquidation, arrangement, orreorganization of any Borrower, whether in any bankruptcy, insolvency,arrangement, reorganization or receivership proceeding or upon an assignmentfor the benefit of creditors or any other marshalling of the assets andliabilities of any Borrower or otherwise, any payment or distribution of anykind (whether in cash, property or securities) which is payable or deliverableupon or with respect to the Claims
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shall be held in trust for the Administrative Agent and the Lenders and shallbe paid over or delivered to the Administrative Agent for the benefit of theLenders to be applied against the payment or prepayment of the GuaranteedObligations until the Guaranteed Obligations shall have been indefeasibly paidin full. If any proceeding referred to in the preceding sentence is commencedby or against any Borrower: (i) the Administrative Agent is hereby irrevocablyauthorized and empowered (in its own name or in the name of Guarantors orotherwise), but shall have no obligation, to demand, sue for, collect andreceive every payment or distribution referred to the preceding sentence andgive acquittance therefor and to file claims and proofs of claim and take suchother action (including, without limitation, voting the Claims or enforcingany security interest or other lien securing payment of the Claims) as theAdministrative Agent may deem necessary or advisable for the exercise orenforcement of any of the rights or interests of the Administrative Agenthereunder; and (ii) Guarantors shall duly and promptly take such action as theAdministrative Agent may reasonably request (A) to collect the Claims foraccount of the Administrative Agent and to file appropriate claims or proofsof claim in respect of the Claims, (B) to execute and deliver to theAdministrative Agent such powers of attorney, assignments, or otherinstruments as it may reasonably request in order to enable it to enforce anyand all claims with respect to, and any security interests and other lienssecuring payment of, the Claims, and (C) to collect and receive any and allpayments or distributions which may be payable or deliverable upon or withrespect to the Claims.           (d) All payments or distributions upon or with respect to theClaims which are received by Guarantors contrary to the provisions of thisGuaranty shall be received in trust for the benefit of the AdministrativeAgent, shall be segregated from other funds and property held by Guarantorsand shall be forthwith paid over to the Administrative Agent in the same formas so received (with any necessary endorsement) to be applied (in the case ofcash) to, or held as collateral (in the case of non-cash property orsecurities) for, the payment or prepayment of the Guaranteed Obligations.     7. Deferral of Subrogation. Until all of the GuaranteedObligations have been paid and performed in full, (i) Guarantors shall notexercise any rights of subrogation, contribution or reimbursement against anyBorrower or any Other Guarantor of the Guaranteed Obligations, and (ii)Guarantors shall not exercise any right to enforce any right, power or remedywhich the Administrative Agent or any Lender now has or may in the future haveagainst Borrowers or any Other Guarantor and any benefit of, and any right toparticipate in, any security for this Guaranty or for the obligations ofBorrowers or any Other Guarantor now or in the future held by theAdministrative Agent or any Lender. If Guarantors nevertheless receive paymentof any amount on account of any such subrogation, contribution orreimbursement rights or otherwise in respect of any payment by Guarantors ofthe Guaranteed Obligations prior to payment and performance in full of all ofthe Guaranteed Obligations, such amount shall be held in trust for the benefitof the Administrative Agent and immediately paid to the Administrative Agentfor application to the Guaranteed Obligations in such order and manner as theAdministrative Agent may determine.     8. Condition of Borrowers. Each Guarantor represents and warrantsto the Administrative Agent, for the benefit of the Lenders that: (a) thisGuaranty is executed at the request of Borrowers; (b) such Guarantor hasestablished adequate means of obtaining from Borrowers on a continuing basisfinancial and other information pertaining to the business of
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each such Borrower; (c) such Guarantor is now and will continue to beadequately familiar with the business, operations, condition, and assets ofBorrowers; (d) such Guarantor will receive substantial direct and indirectbenefits from the financing arrangements contemplated by the Loan Documents;and (e) the agreements, waivers and acknowledgements contained herein areknowingly made in contemplation of such benefits. Each Guarantor hereby waivesand relinquishes any duty on the part of the Administrative Agent or anyLender to disclose to Guarantors any matter, fact or thing relating to thebusiness, operations, condition, or assets of Borrowers now known or hereafterknown by the Administrative Agent or any Lender during the life of thisGuaranty. With respect to any of Guaranteed Obligations, neither theAdministrative Agent nor any Lender need inquire into the powers of Borrowersor the officers or employees acting or purporting to act on its behalf, andall Guaranteed Obligations made or created in good faith reliance upon theprofessed exercise of such powers shall be guaranteed hereby.     9. Representations and Warranties of Guarantors. Each Guarantorrepresents and warrants to the Administrative Agent that all ofrepresentations and warranties relating to such Guarantor contained in theLoan Agreement are true and correct. Each Guarantor furtherrepresents and warrants to the Administrative Agent that all of the representations andwarranties set forth in Schedule 1 hereto are true and correct as ofthe date hereof.     10. Payments. All payments made by Guarantors to or for theaccount of the Administrative Agent or any Lender shall be made withoutcondition or deduction of any kind, including for any counterclaim, defense,recoupment of set-off. All payments made by Guarantors hereunder shall be madefree and clear of and without deduction for any present or future taxes,duties, levies, imposts, deductions, assessments, fees, withholdings orsimilar charges, and all liabilities with respect thereto (collectively,“Taxes”). Guarantors shall pay such Taxes and shall promptly furnish to theAdministrative Agent copies of any tax receipts or such evidence of payment asthe Administrative Agent or any Lender may reasonably require.     11. Costs and Expenses in Enforcement. Guarantors agree to pay tothe Administrative Agent all out of pocket advances, charges, costs, andexpenses, including reasonable attorneys fees, incurred or paid by theAdministrative Agent in exercising any right, power, or remedy conferred bythis Guaranty, or in the enforcement of this Guaranty, whether or not anaction is filed in connection therewith.     12. Notices. All notices, requests, demands and othercommunications which are required or may be given under this Guaranty shall bein writing and shall be delivered to the parties hereto in the manner providedin the Loan Agreement to the following addresses:
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     To Guarantors: Technical Olympic USA, Inc.   Suite 500-N   4000 Hollywood Blvd.   Hollywood, FL 33021   Facsimile: (954) 364-4037   Attention: Patricia M. Petersen, Esq.      c/o TOUSA Homes, L.P.   c/oTechnical Olympic USA, Inc.   Suite 500-N   4000 Hollywood Blvd.   Hollywood, FL 33021   Facsimile: (954) 364-4037   Attention: 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 550   Dallas, Texas 75201   Facsimile: (214) 740-7910   Attention: Ann Ramsey    With a copy to: Latham & Watkins LLP   633 West Fifth Street, Suite 4000   Los Angeles, California 90071   Facsimile: (213) 891-8763   Attention: Donald I. Berger, Esq.Any party may change the address to which notices are to be sent by notice of such change to eachother party given as provided above.     13. Termination. The guarantees made hereunder (a) shall terminate when all of theGuaranteed Obligations have been indefeasibly paid and performed in full, and (b) shall continue tobe effective or be reinstated, as the case may be, if at any time payment, or any part thereof, ofany Guaranteed Obligation is rescinded or must otherwise be restored by any Lender or Guarantorsupon the bankruptcy or reorganization of any Borrower, Guarantors or otherwise.     14. No Waiver; Cumulative Remedies. The rights, powers and remedies of theAdministrative Agent hereunder and under the other Loan Documents are cumulative and in addition toall rights, power and remedies provided under any and all agreements among Guarantors, Borrowers,the Administrative Agent and the Lenders relating to the Guaranteed
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Obligations, at law, in equity or otherwise. Any delay or failure by theAdministrative Agent to exercise any right, power or remedy shall notconstitute a waiver thereof by the Administrative Agent or the Lenders, and nosingle or partial exercise by the Administrative Agent of any right, power orremedy shall preclude any other or further exercise thereof or any exercise ofany other rights, powers or remedies. Without limiting the foregoing, theAdministrative Agent on behalf of the Lenders is hereby authorized to demandspecific performance of this Guaranty at any time when Guarantors shall havefailed to comply with any of the provisions of this Guaranty applicable to it.     15. Amendments. Subject to Section 9.2 of the Loan Agreement,this Guaranty may be Modified only by, and none of the terms hereof may bewaived without, a written instrument executed by Guarantors and theAdministrative Agent.     16. Waivers. Each Guarantor warrants and agrees that each of thewaivers set forth in this Guaranty are made with such Guarantor’s fullknowledge of their significance and consequences, and that under thecircumstances, the waivers are reasonable and not contrary to public policy orlaw. If any of such waivers are determined to be contrary to any applicablelaw or public policy, such waivers shall be effective only to the maximumextent permitted by law.     17. Binding Agreement. This Guaranty and the terms, covenants,and conditions hereof shall be binding upon and inure to the benefit ofGuarantors, the Administrative Agent, each Lender, and their respectivesuccessors and assigns; provided, however, that Guarantors shall not bepermitted to transfer, convey, assign or delegate this Guaranty or anyinterest herein without the prior written consent of the Administrative Agentand, to the extent required pursuant to the Loan Agreement, the Lenders. EachLender may assign its interest hereunder in whole or in part in connectionwith an assignment of its interest in the Guaranteed Obligations pursuant toSection 9.8(1) of the Loan Agreement.     18. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND SHALLBE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISEWITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.     19. JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TOTHIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THEUNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION ANDDELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECTOF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACHGUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THELAYING OF VENUE OR BASED ON THE GROUNDS OF *FORUM NON CONVENIENS,*WHICH IT MAYNOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCHJURISDICTION IN RESPECT OF THIS GUARANTY. EACH GUARANTOR WAIVES PERSONALSERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANYOTHER MEANS PERMITTED BY NEW YORK LAW.
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     20. WAIVER OF JURY TRIAL. EACH GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, THEADMINISTRATIVE AGENT AND EACH OF THE LENDERS, WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ORCAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY OR THE TRANSACTIONSCONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OFTHE PARTIES TO THE LOAN AGREEMENT AGAINST ANY OTHER PARTY OR ANY PARTICIPANT OR ASSIGNEE, WHETHERWITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH GUARANTOR, AND BY ACCEPTANCE OFTHIS GUARANTY, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, AGREES THAT ANY SUCH CLAIM ORCAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,EACH GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, THE ADMINISTRATIVE AGENT AND EACH OF THELENDERS, FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION ASTO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THEVALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALLAPPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY.     21. Severability. In case any one or more of the provisions contained in this Guarantyshould be held invalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein shall not in any way be affected orimpaired thereby (it being understood that the invalidity of a particular provision hereof in aparticular jurisdiction shall not in and of itself affect the validity of such provision in anyother jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace theinvalid, illegal or unenforceable provisions with valid provisions the effect of which comes asclose as possible to that of the invalid, illegal or unenforceable provisions.     22. Miscellaneous. All words used herein in the plural shall be deemed to have beenused in the singular, and all words used herein in the singular shall be deemed to have been usedin the plural, where the context and construction so require. Section headings in this Guaranty areincluded for convenience of reference only and are not a part of this Guaranty for any otherpurpose.
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     **IN WITNESS WHEREOF,**each Guarantor has caused thisGuaranty to be duly executed as of the date first writtenabove.         **GUARANTORS:**           TECHNICAL OLYMPIC USA, INC.           By: /s/ Tommy McAden           Name: Tommy McAden    Title: Executive Vice President           TOUSA HOMES, L.P.           By: /s/ Tommy McAden           Name: Tommy McAden    Title: Executive Vice President  Signature page to Senior Carve-Out Guaranty
 

 
Schedule 1Representations and Warranties of Each Guarantor     1. Organization;Requisite Power and Authority; Qualification.(a) Such Guarantor (A) is either a corporation, alimited partnership or a limited liability company dulyincorporated, formed or organized, validly existing, and in goodstanding under the laws of the state of its incorporation,organization and/or formation, (B) is duly qualified to do businessand is in good standing under the laws of each jurisdiction inwhich the failure to be so qualified and in good standing will haveor is reasonably expected to have a Material Adverse Effect, and(C) has all requisite corporate, partnership or limited liabilitycompany power and authority to own, operate and encumber itsProperty and to conduct its business as presently conducted and asproposed to be conducted in connection with and following theconsummation of the transactions contemplated by this Agreement. (b) True, correct and complete copies of theOrganizational Documents of such Guarantor have been delivered tothe Administrative Agent and have not been Modified except to theextent indicated therein. All of the Organizational Documents arein full force and effect, and there are no defaults under suchOrganizational Documents (including with respect to anyrestrictions on Indebtedness contained therein), and no eventswhich, with the passage of time or giving of notice or both, wouldconstitute a default under such Organizational Documents (includingwith respect to any restrictions on Indebtedness containedtherein). (c) Such Guarantor has the requisite power andauthority to execute, deliver and perform this Agreement and each ofthe other Loan Documents which are required to be executed on itsbehalf. The execution, delivery and performance of each of the LoanDocuments which must be executed in connection with this Agreementby such Guarantor and to which such Guarantor is a party and theconsummation of the transactions contemplated thereby are withinsuch Guarantor’s partnership, company, or corporate powers, havebeen duly authorized by all necessary partnership, company, orcorporate action and such authorization has not been rescinded. Noother partnership, company, or corporate action or proceedings onthe part of such Guarantor is necessary to consummate suchtransactions. (d) Each of the Loan Documents to which such Guarantoris a party has been duly executed and delivered on behalf of suchGuarantor and constitutes its legal, valid and binding obligation,enforceable against it in accordance with its terms (subject tobankruptcy, insolvency, reorganization, or other laws affectingcreditors’ rights generally and to principles of equity, regardlessof whether considered in a proceeding in equity or at law), is infull force and effect and all the terms, provisions, agreements andconditions set forth therein and required to be performed orcomplied with by such Guarantor on or before the Closing Date havebeen performed or complied with, and no Potential Default or Eventof Default exists thereunder.
 

 
     2. No Conflict. As of the Closing Date, the execution,delivery and performance by such Guarantor of the Loan Documents to which itis a party and the consummation of the transactions contemplated by the LoanDocuments do not and will not (a) violate (i) any provision of any law or anygovernmental rule or regulation applicable to such Guarantor, (ii) any of theOrganizational Documents of such Guarantor, or (iii) any order, judgment ordecree of any court or other agency of government binding on such Guarantor,except in the case of clauses (i), (ii) and (iii) to the extent such violationwill not result in a Material Adverse Effect; (b) conflict with, result in abreach of or constitute (with due notice or lapse of time or both) a defaultunder any material Contractual Obligation of such Guarantor, except to theextent such conflict, breach or default will not result in a Material AdverseEffect; or (c) require any approval of stockholders, members or partners orany approval or consent of any Person under any Contractual Obligation of suchGuarantor except for such approvals or consents which will be obtained onor before the Closing Date and except for any such approvals or consents thefailure of which to obtain will not result in a Material Adverse Effect.     3. NoMaterial Litigation. No litigation, investigation or proceeding ofor before any arbitrator or Governmental Authority is pending or, to suchGuarantor’s Knowledge, threatened by or against such Guarantor or against suchGuarantor’s Properties or revenues which is likely to be adversely determinedand which, if adversely determined, either individually or in the aggregate,could reasonably be expected to have a Material Adverse Effect. Theperformance of any action by such Guarantor required or contemplated by anyLoan Documents is not restrained or enjoined (either temporarily,preliminarily or permanently).