##### 








---



##### 



TABLE OF CONTENTS
 PageARTICLE 1. DEFINED TERMS
    
    
    11.1
    
    Defined Terms
    
    
    11.2
    
    Other Interpretive Provisions
    
    
    29ARTICLE 2. CREDIT FACILITY
    
    
    312.1
    
    Loan
    
    
    312.2
    
    Reserved
    
    
    322.3
    
    Reserved
    
    
    322.4
    
    Funding of Borrowings
    
    
    322.5
    
    Interest Elections
    
    
    322.6
    
    Extension of Initial Maturity Date
    
    
    332.7
    
    Manner of Payment of Loan; Evidence of Debt
    
    
    352.8
    
    Repayment and Prepayment of the Loan
    
    
    362.9
    
    Interest
    
    
    382.10
    
    Presumptions of Payment
    
    
    392.11
    
    Pro Rata Treatment
    
    
    392.12
    
    Inability to Determine Rates
    
    
    392.13
    
    Illegality
    
    
    392.14
    
    Funding
    
    
    402.15
    
    Increased Costs
    
    
    402.16
    
    Obligation of Lenders to Mitigate; Defaulting Lenders; Replacement of Lenders
    
    
    412.17
    
    Funding Indemnification
    
    
    422.18
    
    Taxes
    
    
    432.19
    
    Preferential Payments
    
    
    442.20
    
    Credit Support
    
    
    44ARTICLE 3. CONDITIONS PRECEDENT
    
    
    443.1
    
    Conditions to Funding of the Loan
    
    
    443.2
    
    Outside Closing Date
    
    
    46ARTICLE 4. REPRESENTATIONS AND WARRANTIES
    
    
    464.1
    
    Financial Condition
    
    
    474.2
    
    No Material Adverse Effect
    
    
    474.3
    
    Compliance with Laws
    
    
    474.4
    
    Organization, Powers ; Authorization; Enforceability
    
    
    474.5
    
    No Conflict
    
    
    484.6
    
    No Material Litigation
    
    
    484.7
    
    Taxes
    
    
    494.8
    
    Regulated Entities
    
    
    50
 i




---



##### 



Page4.9
    
    Subsidiary Entities
    
    
    504.10
    
    Federal Reserve Board Regulations
    
    
    504.11
    
    ERISA Compliance
    
    
    504.12
    
    Assets and Liens
    
    
    514.13
    
    Securities Acts
    
    
    524.14
    
    .Consents, Etc.
    
    
    524.15
    
    Hazardous Materials
    
    
    524.16
    
    Intellectual Property
    
    
    534.17
    
    Insurance
    
    
    534.18
    
    Full Disclosure
    
    
    544.19
    
    Brokers
    
    
    544.20
    
    No Default
    
    
    544.21
    
    Solvency
    
    
    544.22
    
    Contractual Obligations
    
    
    544.23
    
    Representations Regarding the Mortgaged Property
    
    
    544.24
    
    Use of Proceeds
    
    
    564.25
    
    Single Purpose Entity
    
    
    564.26
    
    Labor
    
    
    564.27
    
    Taxpayer Identification Number
    
    
    564.28
    
    Anti-Terrorism Laws
    
    
    56ARTICLE 5. AFFIRMATIVE COVENANTS
    
    
    575.1
    
    Reporting Requirements
    
    
    575.2
    
    Maintenance of Existence and Rights
    
    
    605.3
    
    Compliance with Laws; Forfeiture
    
    
    605.4
    
    Access
    
    
    605.5
    
    Insurance; Casualty; Condemnation; Restoration
    
    
    605.6
    
    Books and Records
    
    
    615.7
    
    Maintenance of Property
    
    
    615.8
    
    Taxes
    
    
    615.9
    
    Environmental
    
    
    625.10
    
    Business and Operations
    
    
    625.11
    
    Title to the Mortgaged Property
    
    
    625.12
    
    Loan Proceeds
    
    
    625.13
    
    Hedging Arrangements
    
    
    625.14
    
    Single Purpose Entities
    
    
    625.15
    
    Subordination
    
    
    635.16
    
    Further Assurances
    
    
    64ARTICLE 6. NEGATIVE COVENANTS
    
    
    646.1
    
    Liens
    
    
    646.2
    
    Indebtedness
    
    
    656.3
    
    Fundamental Change
    
    
    656.4
    
    Disposition
    
    
    656.5
    
    Investments
    
    
    66
 ii




---



##### 



Page6.6
    
    Transactions with Affiliates
    
    
    686.7
    
    Modifications to Organizational Documents and Material Agreements
    
    
    686.8
    
    Restricted Payments
    
    
    686.9
    
    Financial Covenants
    
    
    706.10
    
    Sale Leaseback
    
    
    716.11
    
    Negative Pledges
    
    
    716.12
    
    Covenants Regarding the Senior Loan
    
    
    71ARTICLE 7. EVENTS OF DEFAULT
    
    
    717.1
    
    Event of Default
    
    
    717.2
    
    Remedies
    
    
    73ARTICLE 8. THE ADMINISTRATIVE AGENT
    
    
    748.1
    
    Appointment
    
    
    748.2
    
    Delegation of Duties
    
    
    758.3
    
    Exculpatory Provisions
    
    
    758.4
    
    Reliance by the Agents
    
    
    758.5
    
    Notice of Default
    
    
    768.6
    
    Non-Reliance on Agents and Other Lenders
    
    
    768.7
    
    Indemnification
    
    
    768.8
    
    Agents in Their Individual Capacity
    
    
    778.9
    
    Successor Administrative Agent
    
    
    778.10
    
    Limitations on Agents Liability
    
    
    77ARTICLE 9. MISCELLANEOUS PROVISIONS
    
    
    779.1
    
    No Assignment by Borrower
    
    
    789.2
    
    Modification
    
    
    789.3
    
    Cumulative Rights; No Waiver
    
    
    789.4
    
    Entire Agreement
    
    
    799.5
    
    Survival
    
    
    799.6
    
    Notices
    
    
    799.7
    
    Governing Law
    
    
    799.8
    
    Assignments, Participations, Syndication, Etc.
    
    
    799.9
    
    Counterparts
    
    
    819.10
    
    Sharing of Payments
    
    
    819.11
    
    Confidentiality
    
    
    829.12
    
    Consent to Jurisdiction
    
    
    829.13
    
    Waiver of Jury Trial
    
    
    829.14
    
    Indemnity
    
    
    839.15
    
    Telephonic Instruction
    
    
    849.16
    
    Marshalling; Payments Set Aside
    
    
    849.17
    
    Set-off
    
    
    849.18
    
    Severability
    
    
    859.19
    
    No Third Parties Benefited
    
    
    859.20
    
    Time
    
    
    859.21
    
    Reinstatement
    
    
    85
 iii




---



##### 



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 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 InstrumentsEXHIBITSExhibit A-1
    
    Form of Carve-Out GuarantyExhibit A-2
    
    Form of Completion GuarantyExhibit B
    
    Form of Assignment and Acceptance AgreementExhibit C
    
    Form of Closing CertificateExhibit D
    
    [Reserved]Exhibit E
    
    Form of NoteExhibit F-l
    
    Form of Borrower Pledge AgreementExhibit F-2
    
    Form of Investment Vehicle Pledge AgreementExhibit G
    
    [Reserved]Exhibit H
    
    [Reserved]
 iv




---



##### 



Exhibit I
    
    [Reserved]Exhibit J
    
    [Reserved]Exhibit K
    
    [Reserved]Exhibit L
    
    Form of Environmental IndemnityExhibit M
    
    Form of Compliance CertificateExhibit N
    
    [Reserved]Exhibit O
    
    [Reserved]
 v




---



##### 



JUNIOR MEZZANINE CREDIT AGREEMENT
 st Effective Date Borrower DBTCA Administrative Agent
 RECITALS
 Loan Acquisition
 Senior Credit Agreement) st Effective Date Operating Company TOUSA Senior Senior Borrower Senior
Borrower Senior Lenders Senior Administrative
Agent Senior Loan
 Article I
  AGREEMENT
 ARTICLE 1.  DEFINED TERMS
 Defined Terms
 1




---



##### 



Account Collateral
 Act Section 4.13
 Administrative Agent
 Affiliate
 Agents
 Agreement
 ALTA
 Anti-Terrorism Laws Section 4.28(1)
 Applicable Base Rate
 Applicable LIBO Rate plus
 Appraisal
 2




---



##### 



Asset Purchase Agreement
 Assignee Section 9.8(1)
 Assignment and Acceptance Agreement Exhibit B.
 Base Distribution Conditions Section 6.8(2)(iv)
 Base Rate
 Base Rate Loans
 Beneficial
 Bona Fide Sales Contract
  Borrower Parties
 Borrowing
 Borrowing Base
 Business Day
 Capital Stock
 Carveout Guaranties Exhibit A-2
 3




---



##### 



Cash Equivalents
 Casualty
 CERCLIS Section 4.15
 Change of Control
   Change in Law
 Closing Certificate Exhibit C.
 Closing Date Section
5.1
 Code
 4




---



##### 



Collateral
 Compliance Certificate Section
5.1(3)(i)
 Condemnation
 Consolidated
 Consolidated Entity
 Consolidated Net Income
 Contact Office
 Contractual Obligation
 Control
 Credit Date
 DBTCA
 Deposit Account
 5




---



##### 



Disposition provided, however,
 Distribution
 Dollars
 EBITDA minus plus
 Effective Date
 Eligible Assignee
   6




---



##### 



Section 2.18(5)
 Entitled Land
 Environmental Indemnity
 Environmental Law
 ERISA
 ERISA Affiliate
 ERISA Event
 7




---



##### 



Eurodollar Business Day
 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 Period Section 2.6.
 F/R Member
 Fair Market Value
 Federal Funds Rate
 8




---



##### 



Fee Letter
 Fiscal Quarter fiscal quarter
 Fiscal Year fiscal year
 Foreign Lender
 GAAP provided Section 6.9
 Good Faith Contest
 Governmental Authority
 Guaranties Exhibit A-1; Exhibit A-2
 9




---



##### 



Guarantors
 Hazardous Materials
 Hazardous Materials Laws
 Hedging Contracts
 Impositions
 Improvements
 Increased-Cost Lender Section
2.16(3)
 Indebtedness
 10




---



##### 



plus
 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
 11




---



##### 



nterest Expense
 Interest Incurred
 Interest Period Section 2.9(5), provided,
 Interest Rate Contracts
 Interest Rate Determination Date
 Investment
 12




---



##### 



Investment Vehicle
 Investment Vehicle Limited Liability Company Agreement
 IRS
 Joint Venture
 Knowledge
 Lead Arranger
 Lease
 13




---



##### 



Lenders Section 9.8
 LIBO Rate
 LIBO Rate Loan
 LIBO Reserve Percentage
 Lien
 Loan
 Loan Documents
 Management Fee Payment Date
 Margin Stock
 Material Adverse Effect
 14




---



##### 



Maturity Date Section 2.6
 Mezzanine Agent
 Mezzanine Borrowers
 Mezzanine Credit Agreements
 Mezzanine Debt Service
 Mezzanine Funded Debt
 Mezzanine Lender
 Mezzanine Loan
 Mezzanine Loan Documents
 Model Homes
 Modifications
 Moodys
 Mortgaged Property
 15




---



##### 



Multiemployer Plan
 Non-Consenting Lender Section
2.16(3)
 Note Exhibit E
 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
 16




---



##### 



Other Charges
 Other Taxes
 Participant Section 9.8(4)
 Payment Date Section 2.9(3).
 PBGC
 Pension Plan
 Performance Letters of Credit
 Permitted Entitlement Cure Payment
 Permitted Entitlement Payment
 17




---



##### 



Permitted Management Fee Section 6.6
 Permitted Post Closing Sale Payments
 Permitted Tax Distribution
 Person
 Personal Property
 Plan
 Pledge Agreements Exhibit F-l, Borrower Pledge Agreement Exhibit F-2, Investment Vehicle Pledge Agreement
 Pledgers
 18




---



##### 



Potential Default
 Prime Rate
 Principal Office
 Priority Capital Investment
 Pro Rata Share
 Proceeds
 Property Property
 Purchase/Option Agreements Schedule 4.23(5); provided, however,
 Qualified Purchase/Option Agreement
 19




---



##### 



Qualified Option Land
 Rate Request Section 2.5(2).
 Real Property
 Register Section 9.8(2)
 Regulation D
 Regulation U
 Regulation T
 Regulation X
 Rents
 Replacement Lender Section 2.16(3)
 20




---



##### 



Reportable Event
 Required Lenders 2 3
 Requirements of Law
 Reserve Adjusted LIBO Rate
 Reserve Adjusted LIBO Rate =
    
    LR1-LRP
 
 Responsible Financial Officer
 Responsible Officer
 S&P
 Securities
 21




---



##### 



Seller
 Senior Administrative Agent
 Senior Borrowers
 Senior Borrowers Available Credit
 Senior Borrowers Net Worth
 Senior Credit Agreement
 Senior Credit Documents
 Senior Credit Party
 Senior Extension Period
 Senior Event of Default
 Senior Funded Debt
 Senior Guarantors
 Senior
Lenders
 Senior Loans
 Senior Mezzanine Administrative Agent
 Senior Mezzanine Borrower
 Senior Mezzanine Credit Agreement
 22




---



##### 



Senior Mezzanine Credit Documents
 Senior Mezzanine Debt Service
 Senior Mezzanine Indebtedness
 Senior Mezzanine Lenders
 Senior Mezzanine Loan
 Senior Mezzanine Note
 Senior Mezzanine Pledge Agreement
 Senior Obligations
 Senior Permitted Debt
  Schedule 6.21
 provided, however,
 23




---



##### 



Senior Permitted Encumbrances
   Schedule 6.12(1)
 provided, however,
      24




---



##### 



provided,
 Senior Security Instruments
 Senior Term Loan
 Senior Title Policy
 Single Purpose Entity
 25




---



##### 



Solvent
 Subordinated Creditor Section
5.15(1)
 Subordinated Indebtedness Section
5.15(1)
 Subsidiary
 26




---



##### 



Subsidiary Entities
 Survey
 Tax Affiliate
 Tax Returns Section 4.7
 Taxes
 Tenant
 Terminated
Lender Section 2.16(31)
 Total Book Capitalization
 Total Funded Debt
 Total Utilization of Senior Revolving Commitments
 TOUSA
 TOUSA Guarantors
 TOUSA Member
 27




---



##### 



TOUSA Senior
 Transaction Parties
 Transactional Affiliate Section
6.6
 Transeastern Assets
 Transfer
 Type
 UCC
 Unfunded Pension Liability
 Unentitled Land
 Unit
 Unrestricted Cash
 Upper Tier Entities
 USA Patriot Act Section 4.28(1)
 U.S. Government Obligations
 28




---



##### 



Other Interpretive Provisions.
            29




---



##### 



provided
     30




---



##### 



ARTICLE 2.  CREDIT FACILITY
 Loan
 Loan
 No Reborrowing
 Maturity Date
 Borrowing Mechanics for the Loan
   31




---



##### 



Reserved
 Reserved
 Funding of Borrowings
 Interest Elections
 Elections by the Borrower for the Borrowings Sections 2.2(a)(2)(iii) (iv)
 Notice of Elections Section 2.4 Exhibit D
 Information in Interest Election Requests Section 2.2:
  32




---



##### 



clauses (C) (D)
     Notice by the Administrative Agent to Lenders
 Failure to Elect; Potential Default and Events of Default
 Extension of Initial Maturity Date
 Section
2.6 Section 2.6 Section 2.6 Extension Section 2.6(2) Section 2.6)
 33




---



##### 



Extension Date Section 2.6
 Section 2.6(1)
  Extension
Fee
 Article 4
 Article 4
 Article 6;
    34




---



##### 



Section
2.6
 Manner of Payment of Loan; Evidence of Debt
 Repayment
 Manner of Payment
 Section 2.9 Section 2.8
 provided
 35




---



##### 



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.
 Effect of Entries. Sections 2.7(3) (4)
 Promissory Notes.
 Repayment and Prepayment of the Loan
 Mandatory Prepayments.
  36




---



##### 



Optional Prepayments. Lockout Period
 Accrued Interest.
 Priority of Payments.
  Section 9.14
    37




---



##### 



Section 2.8(4)(i) Section 2.8(4)(i) Section 2.8(4)(i)
 Interest
 Base Rate Loans
 LIBO Rate Loans
 Payment of Interest
   Computations
 Default Interest
 38




---



##### 



Presumptions of Payment
  Pro Rata Treatment
  Inability to Determine Rates
  Illegality
  39




---



##### 



Section 2.17 Section
2.13
 Funding
  Increased Costs
     Section 2.18
 40




---



##### 



Section
2.15,
 Section 2.15 Section 2.15
 Obligation of Lenders to Mitigate; Defaulting Lenders; Replacement of
Lenders.
 Section 2.15 Section 2.18 Section 2.13 Section 2.15 Section 2.18 Section 2.5
  Increased-Cost Lender Section 2.13 Section 2.15 2.18 Section 9.2
 41




---



##### 



Non-Consenting Lender Terminated
Lender Replacement Lender Section 9.8 provided, Section 2.19; Section 2.15 2.18; provided,
 Funding Indemnification.
 Section 2.5 Section 2.5, over
 42




---



##### 



Taxes.
 provided Section 2.18)
  Section 2.18)
   43




---



##### 



Evidence of No Withholding Section 2.18(5). Section 2.18(5), Section 2.18(1)
 Preferential Payments. Preferential Payment
 Credit Support.
 Guaranties.
 Pledge Agreement.
 ARTICLE 3.  CONDITIONS PRECEDENT
 Conditions to Funding of the Loan.
   Section 3.1,
 44




---



##### 



45




---



##### 



Schedule 5.1(2)
      Outside Closing Date.
 ARTICLE 4.  REPRESENTATIONS AND WARRANTIES
 46




---



##### 



Financial Condition.
  Schedule 4.1, clause (1)
 No Material Adverse Effect.
 Compliance with Laws.
 Organization, Powers; Authorization; Enforceability.
  47




---



##### 



No Conflict.
 No Material Litigation.
 48




---



##### 



Taxes. Tax Returns
 Schedule 4.7
  49




---



##### 



Regulated Entities.
 Subsidiary Entities.
 Federal Reserve Board Regulations.
 ERISA Compliance.
 Schedule 4.11:
  50




---



##### 



Assets and Liens.
 Section 4.1
  51




---



##### 



Section 6.4(6)
 Securities Acts.
 Consents, Etc.
 Hazardous Materials.
 52




---



##### 



Intellectual Property.
 Insurance.
 53




---



##### 



Full Disclosure.
 Brokers.
 No Default.
 Solvency.
 Contractual Obligations.
 Representations Regarding the Mortgaged Property.
 Condemnation and Casualty.
 Assessments.
 54




---



##### 



Flood Plain.
 No Prior Assignment.
 Leases and Purchase/Option Agreements.
 Options to Acquire.
 55




---



##### 



Borrowing Base Certificates. Section
5.1(9)
 Use of Proceeds. Acquisition
 Single Purpose Entity.
 Labor.
 Taxpayer Identification Number. Schedule 4.27.
 Anti-Terrorism Laws
 Anti-Terrorism Laws Executive Order USA Patriot
Act
    56




---



##### 



clause (2
 ARTICLE 5.  AFFIRMATIVE COVENANTS
  Reporting Requirements.
  Quarterly Reports.
 clause (d)
 Annual Reports.
 57




---



##### 



Compliance Certificate. clauses (1) (2) Section 5.1
 Compliance Certificate Section 6.9
  Projections/Business Plan.
  Default Notices.
  Notice of Litigation.
  58




---



##### 



ERISA Matters.
   Schedule B
 Environmental Matters.
 Section 5.9; Section 5.9
 Reserved.
 Other Information.
  59




---



##### 



Maintenance of Existence and Rights.
 Compliance with Laws; Forfeiture.
 Access.
 Insurance; Casualty; Condemnation; Restoration.
 Insurance. Section 5.5 Schedule 5.5.
 60




---



##### 



Insurance Proceeds.
 Books and Records.
 Maintenance of Property.
 Taxes.
   61




---



##### 



Environmental.
    Business and Operations.
 Title to the Mortgaged Property.
 Loan Proceeds.
 Hedging Arrangements.
 Single Purpose Entities.
 62




---



##### 



Subordination.
 Section
6.8(1), Subordinated Creditor Subordinated Indebtedness
 Section 5.15
   63




---



##### 



Section 5.15 Section 5.15
 Further Assurances.
  ARTICLE 6.  NEGATIVE COVENANTS
  Liens.
 64




---



##### 



Indebtedness.
 Fundamental Change.
   Disposition.
      65




---



##### 



Investments.
  Schedule
6.5;
          66




---



##### 



Section 6.5(8)
       Section 4.23
  67




---



##### 



Section 4.15.
    Transactions with Affiliates.
 Transactional Affiliate Schedule 6.6
 Modifications to Organizational Documents and Material Agreements.
   Restricted Payments.
  68




---



##### 



Base Distribution Conditions
   Section 6.9
      69




---



##### 



Section 2.6
    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
    %
 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
    %
 70




---



##### 



Minimum Interest Coverage Ratio.
 Minimum Net Worth.
 Minimum Liquidity.
 Sale Leaseback.
 provided, however,
 Negative Pledges.
  Covenants Regarding the Senior Loan and Senior Mezzanine Loan.
  ARTICLE 7.  EVENTS OF DEFAULT
 Event of Default.
 71




---



##### 



Section 2.8(1),
  Article VI;
 Section 7.1),
  provided, however,
 72




---



##### 



Remedies.
  73




---



##### 



provided, however, Section
7.1(6)(ii),
       ARTICLE 8.  THE ADMINISTRATIVE AGENT
 Appointment.
 74




---



##### 



Delegation of Duties.
 Exculpatory Provisions.
 Reliance by the Agents.
 75




---



##### 



Notice of Default.
 Non-Reliance on Agents and Other Lenders.
 Indemnification.
 76




---



##### 



Agents in Their Individual Capacity.
 Successor Administrative Agent.
 Limitations on Agents Liability.
 ARTICLE 9.  MISCELLANEOUS PROVISIONS
 77




---



##### 



No Assignment by Borrower.
 Modification.
 Section 9.8 Section
2.6), Section 9.2,
   Cumulative Rights; No Waiver.
 78




---



##### 



Entire Agreement.
 Survival.
 Notices.
 Governing Law.
 Assignments, Participations, Syndication, Etc.
 Assignee
 Register
 79




---



##### 



Participant Originating Lender Sections 2.13 2.15 2.18 Sections 2.15 2.16 9.8 Section 9.10
  80




---



##### 



Section 9.8,
 Section 9.8(1)
  Counterparts.
 Sharing of Payments.
 81




---



##### 



Confidentiality.
 Consent to Jurisdiction.
 Waiver of Jury Trial.
 82




---



##### 



Indemnity.
 83




---



##### 



Section 9.14
 Telephonic Instruction.
 Marshalling Payments Set Aside.
 Set-off.
 84




---



##### 



Severability.
 No Third Parties Benefited.
 Time.
 Reinstatement.
  85




---



##### 



BORROWER:TE/TOUSA MEZZANINE TWO, LLCBy:
    
    /s/ Tommy McAdenName: Tommy McAdenTitle: Executive Vice PresidentLENDERS 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 PresidentBy:Name:Title: