**Exhibit 10.43****SETTLEMENT AND RELEASE AGREEMENT**     This SETTLEMENT AND RELEASE AGREEMENT (the “Settlement Agreement”) is made and enteredinto as of May 30, 2007, by and among: (i) TOUSA, Inc., f/k/a Technical Olympic USA, Inc.(“TOUSA”); (ii) TOUSA LLC; (iii) TOUSA Homes, L.P. (“TOUSA Homes”); (iv) TOI, LLC(“TOI” and collectively with TOUSA, TOUSA LLC, and TOUSA Homes, the “TOUSAEntities”); (v) TE/TOUSA, LLC (“TE/TOUSA”); (vi) TE/TOUSA Mezzanine Two, LLC(“TE/TOUSA Mezz Two”); (vii) TE/TOUSA Mezzanine, LLC (“TE/TOUSA Mezz”); (viii)TE/TOUSA Senior, LLC (“TE/TOUSA Senior”); (ix) EH/Transeastern, LLC (“EHT”, andcollectively with TE/TOUSA, TE/TOUSA Mezz Two, TE/TOUSA Mezz, and TE/TOUSA Senior, the“Transeastern JV Entities”); (x) Falcone/TEP Holdings, LLC, f/k/a Falcone/Ritchie LLC(“Falcone/Ritchie”); (xi) TEP Holdings, Inc., f/k/a Transeastern Properties, Inc.(“Transeastern Properties”); (xii) Arthur J. Falcone; (xiii) Edward W. Falcone; and (xiv)those certain entities identified and listed on Schedule 1, attached hereto andincorporated herein (collectively with Arthur J. Falcone, Edward W. Falcone, Falcone/Ritchie, andTranseastern Properties, the “Falcone Entities”), some of which are signatories to thosecertain option, construction, joint development, cooperation, and other agreements executed inconnection with the development of certain tracts of land, including those agreements identifiedand listed on Schedule 2 and Schedule 3, attached hereto and incorporated herein(collectively, the “Land Bank Agreements”). The TOUSA Entities, the Transeastern JVEntities, and the Falcone Entities, and any subsequent Person that becomes a party hereto inaccordance with the terms hereof are each referred to herein as a “Party,” andcollectively, the “Parties”.WITNESSETH:     WHEREAS, EHT, Transeastern Properties, Arthur J. Falcone, Edward W. Falcone, Falcone/Ritchieand certain affiliates of the Falcone Entities included on Schedule 1 entered into thatcertain Asset Purchase Agreement, dated as of June 6, 2005 (the “Asset PurchaseAgreement”), providing for, among other things, the purchase of the homebuilding business andassets of Transeastern Properties and the assignment of certain rights and the assumption ofobligations under the Land Bank Agreements to EHT, including, among other things, the right toexercise certain options to purchase tracts of land subject to those Land Bank Agreements and buildimprovements thereon and the obligation to perform certain development and other activities inconnection with such tracts of land;     WHEREAS, TOUSA Homes and Falcone/Ritchie entered into that certain Amended and RestatedLimited Liability Company Agreement dated as of July 28, 2005 (the “TE/TOUSA OperatingAgreement”), pursuant to which, among other things, TOUSA Homes and Falcone/Ritchie were issuedmembership interests in TE/TOUSA (the “Membership Interests”);     WHEREAS, TE/TOUSA Senior and EHT entered into that certain $450,000,000 Credit Agreement (the“Senior Debt”), dated as of August 1, 2005, by and among EHT and TE/TOUSA Senior, asBorrowers, Deutsche Bank Trust Company Americas (“Deutsche Bank”),
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as Administrative Agent, and the lenders from time to time a party thereto (the “SeniorLenders”), which Senior Debt is secured by first liens on substantially all the assets of EHTand a pledge of the membership interests in EHT held by TE/TOUSA Senior;     WHEREAS, pursuant to that certain Amendment No. 2 and Administrative Appointment, dated as ofMarch 13, 2007, among EHT and TE/TOUSA Senior, Deutsche Bank, and THE CIT GROUP/BUSINESS CREDIT,INC. (“CIT”), CIT has replaced Deutsche Bank as Administrative Agent with respect to theSenior Debt;     WHEREAS, TE/TOUSA Mezz entered into that certain $137,500,000 Senior Mezzanine CreditAgreement (the “Senior Mezz Debt”), dated as of August 1, 2005, by and among TE/TOUSA Mezz,as Borrower, Deutsche Bank, as Administrative Agent, and the lenders from time to time a partythereto (the “Senior Mezz Lenders”), which Senior Mezz Debt is secured by a pledge of themembership interests of TE/TOUSA Senior held by TE/TOUSA Mezz;     WHEREAS, TE/TOUSA Mezz Two entered into that certain $87,500,000 Junior Mezzanine CreditAgreement (the “Junior Mezz Debt”), dated as of August 1, 2005, by and among TE/TOUSA MezzTwo, as Borrower, Deutsche Bank, as Administrative Agent, and the lenders from time to time a partythereto (the “Junior Mezz Lenders”), which Junior Mezz Debt is secured by a pledge of themembership interests of TE/TOUSA Mezz and TE/TOUSA Mezz Two held, respectively, by TE/TOUSA MezzTwo and TE/TOUSA;     WHEREAS, TOUSA Homes, TOUSA and Falcone/Ritchie entered into those certain carve-outguarantees (each, a “Carve-Out Guaranty” and collectively, the “Carve-OutGuarantees”), each dated as of August 1, 2005, in connection with the issuances of the SeniorDebt, the Senior Mezz Debt and the Junior Mezz Debt;     WHEREAS, TOUSA Homes and TOUSA entered into those certain completion guarantees (each, a“Completion Guaranty” and collectively, the “Completion Guarantees”), each dated asof August 1, 2005, in connection with the issuances of the Senior Debt, the Senior Mezz Debt, andthe Junior Mezz Debt;     WHEREAS, certain disputes have arisen among the Transeastern JV Entities, the TOUSA Entities,the Senior Lenders, the Senior Mezz Lenders and the Junior Mezz Lenders relating to certain allegeddefaults under the various loan documents executed and delivered in connection with the SeniorDebt, the Senior Mezz Debt and the Junior Mezz Debt;     WHEREAS, certain disputes have arisen among the Parties as to, among other things, the LandBank Agreements and the operations and liabilities of the Transeastern JV Entities;     WHEREAS, in full and final settlement of all their disputes and claims of any source ornature, the TOUSA Entities, the Transeastern JV Entities and the Falcone Entities have agreed to aglobal settlement, as set forth in this Settlement Agreement, which will be effected in the mannerand subject to the conditions set forth herein; and
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WHEREAS, each of the Parties has reviewed, or has had the opportunity to review, thisSettlement Agreement with the assistance of their respective legal and financial advisors of theirown choosing.     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forthherein and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties hereby agree as follows:     Section 1. Cancellation of Membership Interests in TE/TOUSA and Tax Matters.          (a) Each of TOUSA Homes and Falcone/Ritchie hereby agree that effective as of the day beforethe Effective Date (as defined herein), Section 5.2 of the TE/TOUSA Operating Agreement shall beamended in all respects to permit a “Member” (the “Withdrawing Member”), as defined in the TE/TOUSAOperating Agreement, to resign and withdraw from TE/TOUSA at any time. Upon such resignation andwithdrawal, the Withdrawing Member’s Membership Interests shall be deemed cancelled and suchWithdrawing Member shall have no further obligation to, and shall receive no further benefit from,TE/TOUSA, including but not limited to the Withdrawing Member’s capital contribution or any profitsof TE/TOUSA. Upon and following any such resignation and cancellation, the Withdrawing Member(together with all of its members, officers, directors, employees, representatives, agents,advisors, and affiliates) shall be discharged of and from (and shall no longer be bound by) anyobligation, restriction or agreement (including, without limitation, the TE/TOUSA OperatingAgreement) or any covenant, terms or conditions thereof, whether express or implied, past, presentor future in any way relating to or arising out of such Withdrawing Member’s direct or indirectinterest as a member of the “Company” (as defined in the TE/TOUSA Operating Agreement) whether owedto the Company or to the other Member(s) of TE/TOUSA.          (b) Upon the occurrence of the Effective Date and immediately following amendment of theTE/TOUSA Operating Agreement as set forth in Section 1(a) above, and effective as of the close ofbusiness on the day immediately preceding the Effective Date, Falcone/Ritchie shall resign andwithdraw as a “Member” of TE/TOUSA, as defined in the TE/TOUSA Operating Agreement, and shallnotify TE/TOUSA of such withdrawal in writing. In no event shall TOUSA Homes resign or withdraw asa “Member” of TE/TOUSA prior to the effectiveness of Falcone/Ritchie’s resignation and withdrawalfrom TE/TOUSA. As a Withdrawing Member, Falcone/Ritchie’s Membership Interest in TE/TOUSA shall beimmediately deemed cancelled, Falcone/Ritchie shall have no ownership interest whatsoever inTE/TOUSA and Falcone/Ritchie (together with all of its members, officers, directors, employees,representatives, agents, advisors, and affiliates) shall be discharged of and from any furtherobligation, restriction or agreement contained in the TE/TOUSA Operating Agreement, whether owed tothe Company (as defined in the TE/TOUSA Operating Agreement) or to the other Member(s) of TE/TOUSA,and such Withdrawing Member (together with all of its members, officers, directors, employees,representatives, agents, advisors, and affiliates) shall no longer be bound by any of the terms,covenants or conditions thereof. Effective as of the close of business on the day immediatelypreceding the Effective Date, Arthur J. Falcone, Edward W. Falcone and any Falcone Entity shall bedeemed to have resigned from any and all positions as officer, director or other official postionof any of the Transeastern JV Entities. Effective as of the Effective Date, the Transeastern JV Entities
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and the TOUSA Entities (together with all oftheir members, officers, directors, employees, representatives, agents, advisors and affiliates)shall be discharged of and from any further obligations in connection with the TE/TOUSA OperatingAgreement and the Withdrawing Member and the Falcone Entities (together with all of their members,officers, directors, employees, representatives, agents, advisors, and affiliates) shall bedischarged of and from any further obligations in connection with the TE/TOUSA Operating Agreement.The foregoing provision notwithstanding, and subject to Section 31 of this Settlement Agreement,in the event and to the extent that any third-party creditors of the Transeastern JV Entities shallcommence or assert any claim, complaint, action or proceeding (a “Falcone IndemnityProceeding”) against Falcone/Ritchie or any of its members or any officers, directors,employees, representatives, agents, advisors, and affiliates of any of the foregoing (collectively,an “Indemnified Falcone/Ritchie Party”) as a result of any action or inaction relating toor resulting from the operation of the Transeastern JV Entities, asserted to have been performed byany of the TOUSA Entities or the Transeastern JV Entities arising or occuring before or after theEffective Date, and which action or inaction constitutes actual fraud, actual bad faith, criminalor other intentional or willful misconduct, then to the fullest extent allowed by law, all of theTOUSA Entities shall be obligated to and shall indemnify and hold harmless each IndemnifiedFalcone/Ritchie Party from and against any liability, loss, judgments, cost, expense or obligation,including reasonable attorneys’ fees incurred by any such Indemnified Falcone/Ritchie Party indefending or contesting any such action, which any such Indemnified Falcone/Ritchie Party shall beobligated for or incur as a result of any such Falcone Indemnity Proceeding.          (c) Neither TE/TOUSA nor any direct or indirect subsidiary of TE/TOUSA shall, (i) elect to betaxed as a corporation pursuant to Treasury Regulation Section 301.7701-3(c) effective on or priorto the Effective Date, (ii) convert (by merger or otherwise) into a corporation effective on orprior to the Effective Date, or (iii) transfer any of its assets in a transaction that qualifiesunder section 351 of the Internal Revenue of Code of 1986, as amended, on or prior to the EffectiveDate.          (d) The Parties hereby agree to cause TE/TOUSA to close its books for federal, state and localincome tax purposes as of the close of business on the day immediately preceding the Effective Date(in accordance with Section 706 of the Internal Revenue Code of 1986, as amended, and the TreasuryRegulations promulgated thereunder and any comparable provisions of state and local law), such thatno items of income, gain, loss or deduction of TE/TOUSA arising on or after the Effective Dateshall be allocated to Falcone/Ritchie.          (e) Prior to the Effective Date, subject to CIT’s consent, if and to the extent requested bythe TOUSA Entities, the Falcone Entities agree that TE/TOUSA and/or EHT may enter into an agreement(the “EHT Purchase Agreement”) to sell certain assets to the TOUSA Entities or theirassigns (the “EHT Sale”); providedhowever, (i) the Falcone Entities willnot have any obligations arising out of the EHT Purchase Agreement, (ii) TOUSA shall assume theobligations of EHT to the Falcone Entities under this Settlement Agreement and indemnify theFalcone Entities on account of any claims asserted by governmental bodies or agencies and otherthird parties, which such claims are directly associated with the assets assigned to or purchasedby EHT, (iii) such transaction will comply with Section 1(c) ofthis Settlement Agreement,
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and (iv) the value of the assets transferred will not exceed $10,000,000.00 and the transactionshall be on terms no less favorable than could be obtained in an arm’s length transaction.          (f) The Falcone entities hereby confirm that they have no objection to, and hereby ratify, thetransfer by the TOUSA Entities of a portion of their existing interest in TE/TOUSA to anotherentity that is within the control of the TOUSA Entities and that any such transfer may and shalloccur before the Falcone Entities withdraw from TE/TOUSA. After such transfer, such transfereeshall be the holder of no more than a 1% voting interest in TE/TOUSA.          (g) Each of Falcone/Ritchie, the TOUSA Entities, and TE/TOUSA shall, and shall cause theirrespective representatives to, cooperate in good faith in respect of all tax matters concerningTE/TOUSA and the transactions contemplated by this Agreement. In addition, at least 15 days priorto filing any federal or state partnership income tax return (including any amended return and anyseparate income tax elections or statements) for a taxable year during which Falcone/Ritchie wastreated as a partner of TE/TOUSA for tax purposes, TE/TOUSA shall provide Falcone/Ritchie withcopies of such tax returns for Falcone/Ritchie’s review and approval, such approval not to beunreasonably delayed or withheld.     Section 2. Takedown of Certain Land Bank Projects.          (a) On the Effective Date, EHT shall acquire title to the properties (the “Acquired LandBank Properties”) subject to the Land Bank Agreements listed on Schedule 2 (the“Acquired Land Bank Agreements”), execute all documents necessary to close on the purchaseof such Acquired Land Bank Properties, and pay the amounts set forth in Schedule 2 for thepurchase of such properties (the “Takedown Payments” and each, a “TakedownPayment”), together with all closing costs and other expenses to be paid or assumed by EHT,solely as specified in the Acquired Land Bank Agreements, including, without limitation, State ofFlorida Documentary Stamps, title insurance, pro-rations of property taxes and recording fees andalso including Option Payments (as defined in the respective Acquired Land Bank Agreements) payableunder the respective Acquired Land Bank Agreements for the period of time ending on the closing ofsuch purchase, as shown on invoices to be delivered by the Falcone Enitities no later than June 25,2007. Contemporaneous with the closing of such purchases(s), the appropriate Falcone Entities andEHT shall execute all assignments and other documents (the “Permit Transfer Documents”)necessary and/or appropriate to cause all necessary governmental approvals, permits, pendingapplications and any other licenses, agreements or documents currently held or submitted (in thecase of pending applications) by the respective Falcone Entity in connection with the developmentof the Acquired Land Bank Properties to be assigned to and assumed by EHT (the “ClosingAssignments”). Following the Closing Date, the respective Falcone Entity shall also executesuch other and further documents as may be necessary in order to effectuate such assignment,provided that such actions shall be at no cost or expense to the respective Falcone Entity andshall not cause such Falcone Entity to assume or incur any liability or obligation in connectiontherewith, other than costs and expenses and obligations and liabilities to its own advisorsincluding legal counsel. Unless the TOUSA Entities provide notice to the contary by no later thanJune 15, 2007, EHT shall be the assignee and transferee of all agreements, approvals, permits,licenses, applications, and other documents contemplated by this Section 2(a).
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          (b) Upon the closing of the sale of the properties which are the subject of the Acquired LandBank Agreements and the execution and delivery of the Permit Transfer Documents for such closingsto EHT pursuant to Section 2(a) hereof, the Transeastern JV Entities, the TOUSA Entities and theFalcone Entities will have no further liability to each other whatsoever on account of therespective Acquired Land Bank Agreements or Acquired Land Bank Properties which are the subjectthereof; provided, however, TOUSA shall assume EHT’s indemnification obligations tothe Falcone Entities and indemnify the Falcone Entities on account of any third-party claimsdirectly relating to obligations which by the terms of such Acquired Land Bank Agreements areintended to survive the closing of the purchase by EHT of all such Acquired Land Bank Properties,which surviving obligations include the obligation to fully perform under any and all permits,governmental approvals and governmental or third party agreements, relating to the ownership,development, operation or sale of the Acquired Land Bank Properties, including, without limitation,the individual cable services agreements for such respective projects with Century Communicationsof Florida, Inc. (“Century”) (collectively, the “Surviving Obligations”). Nothingcontained in this Section 2(b) shall affect Century’s obligation to indemnify EHT set forth inSection 4(a) hereof.     Section 3. Termination of the Williams Island Project          (a) Upon execution of this Settlement Agreement, EHT shall deliver to WI 825 Partners LLC (the“Williams Island Owner”) all plans and specifications, including, but not limited to,building plans and specifications, in connection with that certain Williams Island Option andDevelopment Agreement between Transeastern Properties and Williams Island Owner, dated as ofOctober 14, 2004, as assigned to and assumed by EHT (the “Williams Island LBA”). On theEffective Date, EHT shall deliver to the Williams Island Owner proof of payment by EHT of allmonies due to those certain architects and engineers that developed and prepared such plans andspecifications.          (b) On the Effective Date, the Williams Island LBA shall be terminated, and the partiesthereto shall be discharged of any liability to each other arising from the transactions which arethe subject of the Williams Island LBA. On the Effective Date, EHT shall execute Permit TransferDocuments necessary and/or appropriate to cause all necessary governmental approvals, permits,pending applications and any other licenses, agreements or documents currently held or submitted(in the case of pending applications) by EHT in connection with the development of the WilliamsIsland Property to be assigned to and assumed by the Williams Island Owner.          (c) This Settlement Agreement shall constitute an irrevocable instruction to the Escrow Agent(as defined in the Williams Island LBA) to release from escrow on the Effective Date and to recordthe Notice of Termination of Option and Quitclaim Deed held by such Escrow Agent for the realproperty which is the subject of the Williams Island LBA (the “Williams Island Property”)in the public records of Miami Dade County, Florida together with an instrument to be delivered byCIT to the Escrow Agent terminating that certain Collateral Assignment of Contracts, ContractRights, and Related Property (Williams Island), dated as of the 1st day of August 2005, between EHTas Assignor and Deutsche Bank as Administrative Agent for the Lenders as Assignnee, as subsequentlyassigned to CIT as successor Administrative Agent.
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          (d) On the Effective Date, EHT shall pay, by wire transfer of immediately available funds, allmonthly option payments due under the Williams Island LBA for the period ending on the EffectiveDate, in accordance with the Williams Island LBA and pursuant to the invoices to be delivered toEHT by the Williams Island Owner prior to the Effective Date.          (e) On the Effective Date, EHT shall pay to Williams Island Owner a sum equal to 1/2 of 2006property taxes in payment of the amount estimated to be due for real property taxes due for theperiod January 1, 2007 through and including June 30, 2007 with respect to the Williams IslandProperty.          (f) Following the Effective Date, upon the issuance of invoices for each month through andincluding November 30, 2007 that will be provided to the TOUSA Entities by the Williams IslandOwner, the TOUSA Entities shall pay to the Williams Island Owner, (i) any monthly interest due (atthe contractual, non-default rate on the principal amount of the loan outstanding as of the datehereof) from the Williams Island Owner to Ocean Bank, for the period commencing on the EffectiveDate and ending on November 30, 2007, and (ii) an amount for each month equal to one-twelfth of the2006 property taxes for the accrual of 2007 property taxes through November 30, 2007 (the“Williams Island Monthly Payments”). The Falcone Entities shall provide the TOUSA Entitieswith notice of any failure to make a Williams Island Monthly Payment when due (a “WilliamsIsland Monthly Payment Default”). In the event a Williams Island Monthly Payment Default isnot cured within five business days of receipt of the aforementioned notice from the FalconeEntities, the Falcone Entities shall no longer be bound by Section 3(k) hereof and the FalconeEntities shall be entitled to receive damages equal to the Williams Island Monthly Payments duethrough November 30, 2007.          (g) At any time during the period commencing on the Effective Date through and includingNovember 30, 2007, the Williams Island Owner may elect to build and develop the Williams IslandProperty for its own benefit by providing the TOUSA Entities with written notice of such election.The TOUSA Entities’ obligation to pay the Williams Island Monthly Payments shall cease as of thedate of delivery of such written notice.          (h) At any time during the period commencing on the Effective Date through and includingNovember 30, 2007, the TOUSA Entities may elect to offer to purchase the Williams Island Propertyfor the purchase price of $50,737,500.00 by delivering a written offer to the Williams Island Owneraccompanied by a $5,000,000.00 non-refundable deposit check (the “Deposit Check”). The WilliamsIsland Owner shall have ten business days from receipt of such written offer to accept such offerand deliver a written acceptance thereof to the TOUSA Entities. The closing on the purchase of theWilliams Island Property shall occur within thirty (30) business days from Williams Island Owner’sdelivery of its written acceptance to the TOUSA Entities (the “Closing Deadline”);provided, however, that in the event such closing does not occur on or before theClosing Deadline on account of the actions or inaction of the TOUSA Entities, the Williams IslandOwner shall be entitled to retain the Deposit Check; providedfurther that in theevent such closing does not occur on or before the Closing Deadline on account of the actions orinaction of parties other than the TOUSA Entities, the Williams Island Owner will immediatelyreturn the Deposit Check. If, however, the Williams Island Owner delivers a written notice ofrejection of the TOUSA Entities’ purchase offer (a “Rejection Notice”), the Williams IslandOwner shall be deemed to have elected to build and develop the
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Williams Island Property (as contemplated by Section 3(g) above), the TOUSA Entities’obligation to pay the Williams Island Monthly Payments shall cease as of the date of delivery ofthe Rejection Notice, and the Williams Island Owner shall return the Deposit Check contemporaneouswith delivery of the Rejection Notice.          (i) Unless the TOUSA Entities elect to offer to purchase the William Island Property pursuantto Section 3(h) above and the William Island Owner has not rejected such offer, at any time duringthe period commencing on the Effective Date through and including November 30, 2007, the WilliamsIsland Owner may elect to sell the Williams Island Property to a third party; provided,however, that (i) the Williams Island Owner must deliver written notice of such election tothe TOUSA Entities, which notice shall contain the terms of such third-party offer, and (ii) theTOUSA Entities shall have ten business days from the date of delivery of such written notice tomatch the offer made by such third party. In the event that the TOUSA Entities match the thirdparty’s offer and offer to purchase the Williams Island Property by providing written notice ofsuch election to the Williams Island Owner, the closing on such purchase shall occur in accordancewith the terms and conditions of the third-party offer received by the Williams Island Owner.          (j) For the avoidance of doubt, the TOUSA Entities shall remain obligated to pay the WilliamsIsland Monthly Payments until the earlier of (x) November 30, 2007, (y) the date of delivery of aRejection Notice, and (z) the date of a closing of a purchase of the Williams Island Property underSection 3(h) or Section 3(i) above.          (k) Except with respect to the obligations expressly contained in this Settlement Agreement,upon the Effective Date, EHT and each of its directors, officers, managers, members, agents,employees, successors and assigns, shall be deemed to release any and all claims, demands, rights,actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters,indemnification claims, and issues of any kind or nature whatsoever, known or unknown, contingentor absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured orunmatured, arising from any source whatsoever against the Williams Island Owner and each of theWilliams Island Owner’s respective directors, officers, managers, members, agents, employees,partners, attorneys, legal representatives, financial advisors, successors, and assigns, solely inconnection with the Williams Island Property and related documents.          (l) Except with respect to the obligations expressly contained in this Settlement Agreement,upon the Effective Date, the Williams Island Owner, and each of the Williams Island Owner’srespective directors, officers, managers, members, agents, employees, partners, successors, andassigns shall be deemed to release any and all claims, demands, rights, actions or causes ofaction, liabilities, damages, losses, obligations, judgments, suits, matters, indemnificationclaims, and issues of any kind or nature whatsoever, known or unknown, contingent or absolute,suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured,arising from any source whatsoever against EHT and each of its directors, officers, managers,members, agents, employees, partners, attorneys, legal representatives, financial advisors,successors, and assigns, solely in connection with the Williams Island Property and relateddocuments.
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          (m) Prior to the Effective Date, the TOUSA Entities and the Transeastern JV Entities shall (i)continue with their on-going efforts to obtain (A) approval of the final plat for the WilliamsIsland project and (B) all development permits and approvals necessary and/or appropriate to thedevelopment of the Williams Island project, and (ii) shall keep the Williams Island Owner fullyapprised of the status of such efforts. Following the Effective Date, the Williams Island Ownershall be solely responsible for the continuation of such permitting and approval process, however,the TOUSA Entities and the Transeastern JV Entities shall make available to the Williams IslandOwner for consultation all employees, agents, engineers, attorneys or other parties which have beeninvolved in the permitting and approval process for the Williams Island project at no cost to theWilliams Island Owner. Neither the TOUSA Entities, the Transeastern JV Entities or the WillaimsIsland Owner shall have any liability or obligation to each other as a consequence of any actionstaken or failed to have been taken in connection with such permitting and approval process.     Section 4. Termination and Release of Agreements and Indemnification.          (a) Subject to the provisions of Section 2(b) above and Sections 4(b), 4(c), 4(d), 4(e), 4(f),4(g), 4(h) and 4(i) below, and excepting this Settlement Agreement and the agreements listed onSchedule 5 attached hereto (all of which obligations and agreements shall survive theexecution of this Settlement Agreement), on the Effective Date, all agreements between or among (i)the TOUSA Entities and/or the Transeastern JV Entities and (ii) the Falcone Entities, including butnot limited to the Williams Island LBA and those agreements identified and listed on Schedule3 attached hereto and incorporated herein, shall be terminated, it being expressly understoodthat such termination is effective as of the Effective Date and is subject to EHT’s obligations, ifany, under Section 4(b) hereof or to parties other than the Parties to this Agreement. Upon suchtermination, all rights, obligations, liabilities, matters and issues of any kind or naturewhatsoever of any Party to another Party in connection with such agreements, including, but notlimited to, liabilities for previous or future site work, any and all permits, licenses or similarapprovals not expressly assumed or retained by the TOUSA Entities and/or the Transeastern JVEntities pursuant to this Settlement Agreement or the agreements listed on Schedule 5hereto, and any and all financing arrangements, including bonds and letters of credit, shall bedeemed fully released; provided, however, notwithstanding this Section 4(a) or anyother provisions of this Settlement Agreement, that certain Warranty Administration Agreement,dated as of August 1, 2005, between EHT and certain of the Falcone Entities shall remain in fullforce and effect, without modification. For the avoidance of doubt, that certain Master CableServices Agreement, dated January 7, 2002 (the “Cable Services Agreement”), betweenTranseastern Properties and Century, as assigned to and assumed by EHT, shall be terminated as toany projects which may hereafter be developed or constructed by EHT or its successors for whichservices are not presently being provided by Century and no party shall have any further obligationthereunder with regard to such future projects. Notwithstanding the foregoing, the Master CableServices Agreement shall remain in full force and effect with regard to the projects in whichCentury is presently providing services (including future phases of such projects), together withthe individual project cable services agreements for such projects listed on Schedule 6attached hereto which shall also remain in full force and effect with respect to the projects whichare the subject of such agreements. Century shall be obligated to indemnify and hold harmless EHTfrom and against any and all claims asserted against EHT by any 
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customers of Century resulting from deficiencies in the provision of cable, internet, and other services pursuant to the provisions of such individual project cable services agreements.          (b) Nothing in this Settlement Agreement shall release or discharge EHT from its obligations,if any, for Assumed Liabilities (as such term is defined in, and as specified in Section 2.3 of,the Asset Purchase Agreement) owed to any party other than the Parties to this SettlementAgreement. For the avoidance of doubt, nothing in this Section 4(b) or in Section 2.3(i) of theAsset Purchase Agreement shall amend, modify, or otherwise affect: (i) the termination orextinguishment of any right, interest, agreement, claim or obligation as between or among anyParties to this Settlement Agreement, as contained elsewhere in this Settlement Agreement; (ii) anyrelease, waiver, or indemnity set forth elsewhere in this Settlement Agreement, including thereleases set forth in Section 7 and Section 8 of this Settlement Agreement; (iii) the terms of thisAgreement or other agreements relating to the Land Bank Agreements listed on Schedule 3(the “Walkaway Land Bank Agreements”); (iv) the Land Bank Agreements terminated prior tothe purchase by EHT of property thereunder, which Land Bank Agreements are listed on Schedule8 hereto (the “Previously Terminated Land Bank Agreements”); (v) the Williams IslandLBA terminated pursuant to this Settlement Agreement; or (vi) any other agreement between or amongthe Parties contained in this Settlement Agreement. For the further avoidance of doubt, theParties obligations under the Cable Services Agreement as of the Effective Date are subject to theterms of this Settlement Agreement pertaining to the Cable Services Agreement. Subject to Section31 hereof, the Transeastern JV Entities and the TOUSA Entities shall continue to indemnify and holdharmless the Falcone Entities to the extent specifically set forth in Section 11.2(a)(iii) of theAsset Purchase Agreement. The Falcone Entities shall provide notice of indemnification claimsarising under this Section 4(b) in accordance with the notice procedures set forth in Section 11.3of the Asset Purchase Agreement.          (c) The Falcone Entities shall indemnify and hold harmless the Transeastern JV Entities andthe TOUSA Entities from any actions, claims or liabilities asserted by Century MarketingInternational, LLC for any and all losses, liabilities, costs and other expenses incurred as aresult of or arising directly or indirectly out of, or in connection with that certain Sales andMarketing Agreement between EHT and Century Marketing International LLC dated August 1, 2005, otherthan willful misconduct and/or gross negligence of the Transeastern JV Entities and the TOUSAEntities.          (d) It is understood and agreed that as of the Effective Date, the TOUSA Entities and theTranseastern JV Entities shall be deemed to waive and release any right, claim, complaint, cause ofaction or entitlement of any nature whatsoever against the Waterford Landing Community DevelopmentDistrict, including, without limitation, the proceeds of any bond anticipation notes or bondsissued by such entity, and against any entity which may receive payment of all or any portion ofsuch proceeds.          (e) Notwithstanding any provisions to the contrary contained herein, the Parties agree thatsubsequent to the Effective Date, TOUSA shall indemnify the Falcone Entities which are “Owners”under the Land Bank Agreements listed on Schedule 7 attached hereto on account ofthird-party claims directly relating to any Surviving Obligations thereunder.
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          (f) Notwithstanding any provisions to the contrary contained herein, subsequent to theEffective Date, EHT (together with its successors and/or assigns) and the Falcone Entities shallremain liable and obligated for the performance of the tax-related obligations set forth in Section8.3 of the Asset Purchase Agreement.          (g) Notwithstanding any provisions to the contrary contained herein, subsequent to theEffective Date, EHT (together with its successors and/or assigns) and the Falcone Entities shallremain obligated to comply with Section 8.4(d) of the Asset Purchase Agreement (relating generallyto access to personnel files) and Section 13.6 of the Asset Purchase Agreement (relating generallyto access to certain books and records).          (h) Notwithstanding any provisions to the contrary contained herein, upon the execution ofthis Settlement Agreement, the TOUSA Entities and the Transeastern JV Entities agree that theFalcone Entities shall no longer be bound by the terms of Section 8.1(a) of the Asset PurchaseAgreement, which section shall be terminated and have no further force and effect.          (i) Within thirty days of the Effective Date, the Transeastern JV Entities shall re-commencedevelopment of the Live Oak II project in order to complete the various subdivision improvementsand obtain approvals from the Southwest Florida Water Management District as required byHillsborough County as a condition to the issuance of certificates of occupancy or use forcommercial and/or retail property originally included within the Live Oak Preserve PUD. TheTranseastern JV Entities shall diligently continue such development activities in order to achievethe timely completion of such improvements. In the event that Hillsborough County shall refuse toissue certificates of occupancy or use for any commercial or retail space originally located withinthe Live Oak Preserve PUD as a result of the failure of the Transeastern JV Entities to completesuch development activities, the Transeastern JV Entities shall, solely to the extent required byHillsborough County as a condition to the issuance of certificates of occupancy or use, post a bondor other form of financial security with Hillsborough County to secure the timely completion ofsuch improvements.     Section 5. Cummer Development Projects.          (a) Prior to the date hereof, that certain Option and Development Agreement between NickmatdanLandbank, LLC and Transeastern Properties, dated as of May 31, 2005, as assigned to and assumed byEHT, and any related agreements, including without limitation the Cooperation Agreement among SouthJacksonville Properties, LLC, BF South Jacksonville Properties, LLC, Nickmatdan Landbank, LLC, EHT,TOUSA Homes and CW Twin Creeks, LLC, dated August 1, 2005, and all modifications thereto, thatconcern that certain development project known as “Cummer” (the “Cummer DevelopmentProject”) have been terminated as to each respective party and the Parties have executed acertain Settlement and Release Agreement dated March 30, 2007. The Parties hereby acknowledge andconfirm that such Settlement and Release Agreement shall not apply or be effective with regard toany obligations or agreements which may arise from the consummation of the proposed transactioncontemplated by Section 5(b) below.
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          (b) Notwithstanding anything contained herein, the TOUSA Entities and the Falcone Entitiesagree to work towards an agreement by June 20, 2007, pursuant to which the TOUSA Entities wouldpurchase the properties associated with the Cummer Development Project from the Falcone Entitiesafter the Effective Date; provided, however, such purchase is subject to enteringinto agreements, and the TOUSA entities obtaining third-party financing for not less than 90% ofthe purchase price, in each case satisfactory to the TOUSA Entities in their sole discretion. Itis understood that the purchase price for the Cummer Development Project properties is contemplatedto be $90 million. In the event an agreement for the purchase of the properties associated withCummer Development Project is not entered into by June 20, 2007, the TOUSA Entities shall have nofurther obligation under this Section 5(b) and the settlement and release agreement referenced inSection 5(a) shall remain in full force and effect.     Section 6. On-Going Obligations of the Parties and Indemnification. The followingobligations of the Parties (the “Post Effective Date Obligations”) shall survive theEffective Date, notwithstanding the provisions of this Settlement Agreement, including, withoutlimitation, Section 4 hereof:          (a) On or before the Effective Date, the Falcone Entities shall replace the surety bonds andletters of credit that are in existence as of the date hereof (and any replacements or renewals ofthose bonds and letters of credit in the same amounts) with respect to the Diamond Sands project asidentified and listed on Schedule 4(a) hereto and incorporated herein. The agreement ofcertain of the Falcone Entities to replace existing surety bonds or letters of credit in connectionwith the properties (other than the Williams Island Property) subject of the Walkaway Land BankAgreements (which surety bonds or letters of credit are listed on Schedule 4(b) hereto)pursuant to (i) that certain Settlement and Release Agreement, dated March 30, 2007, by and amongOak Creek Landbank, LLC, Westwood Berkshire Landbank, LLC, and EHT and (ii) that certain Settlementand Release Agreement, dated March 30, 2007, by and among Nickmatdan Landbank, LLC, EHT, TOUSA andTOUSA Homes, shall remain in full force and effect (together the “Walkaway Settlement andRelease Agreements”).          (b) The Parties shall undertake any transfers and assignments necessary to consummate thetransactions set forth in this Settlement Agreement, including but not limited to the transfer andassignment of (i) any and all permits, approvals, licenses, pending applications, or othergovernmental documentation, (ii) title or interest in any existing or future common area property,wetland areas, recreation areas, roadways, or drainage parcels, and (iii) title or interest in anyand all other property intended for development, drainage, irrigation or water management. It isunderstood and agreed that such transfers and assignment shall be consummated at no additionalcosts to the transferor or assignor, except for sums required to complete any corrective actionwhich (i) may be required by the governmental agency having jurisdiction over such permit ordevelopment approval as a condition to the transfer or assignment thereof, and (ii) such transferoror assignor is obligated to perform under the various agreements existing between the Parties priorto the date hereof, which such obligations shall survive the Effective Date. It is also understoodand agreed that no such assignment or transfer shall be consummated prior to the Effective Date,that the documents necessary and/or appropriate to the effectuation of such transfer or assignmentshall be executed prior to the Effective Date and that the parties shall use commerciallyreasonable efforts to cooperate after the Effective Date to provide any further documentationrequired by the respective
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governmental authorities having jurisdiciton over the transfer or assignment of such permits for theapproval of such transfer or assignment, provided that all such matters shall be undertaken at noadditional costs to the transferor or assignor other than (i) immaterial out of pocket transfercosts, (ii) the costs and expenses of the transferor’s or assignor’s own advisors, including legalcounsel, and (iii) corrective actions which a transferor or assignor is obligated to perform, asset forth in this Section 6(b) .          (c) Each Party shall cause its respective representatives to resign from any homeownersassociation or the board of a Community Development District that is related to a property that isbeing transferred to another Party pursuant to this Settlement Agreement.          (d) Notwithstanding anything to the contrary contained herein, EHT re-acknowledges andconfirms that it will pay all property taxes that accrued during the 2006 tax year with respect tothe real properties subject to the Walkaway Land Bank Agreements (other than the Williams IslandProperty, for which such 2006 taxes already have been paid) on or before the Effective Date, asagreed by EHT pursuant to that certain extension letter, dated March 30, 2007, by and between EHTand the Owners under the Walkaway Land Bank Agreements, among others, which is incorporated hereinby reference.     Section 7. Release of the Falcone Entities by the TOUSA Entities and the Transeastern JVEntities.          (a) As of the Effective Date, except with respect to the obligations expressly contained inthis Settlement Agreement and those agreements identified on Schedule 5 attached hereto,and those obligations reserved by the respective Parties in this Settlement Agreement or exceptedherefrom, each of the TOUSA Entities and each of the Transeastern JV Entities, and each of theirrespective directors, officers, managers, members, agents, employees, partners, stockholders,attorneys, legal representatives, financial advisors, subsidiaries, successors, assigns, and otheraffiliates hereby release each of the Falcone Entities, and each of their respective directors,officers, managers, members, agents, employees, partners, stockholders, attorneys, legalrepresentatives, financial advisors, subsidiaries, successors, assigns, and other affiliates fromany and all claims, demands, rights, actions or causes of action, liabilities, damages, losses,obligations, judgments, suits, matters, indemnification claims, any claims acquired as a result ofsubrogation or assignment, and issues of any kind or nature whatsoever, known or unknown,contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed,matured or unmatured, including but not limited to all liabilities, claims, and obligations arisingout of or in connection with (v) the Carve-Out Guaranties, (w) the Asset Purchase Agreement, (x)the TE/TOUSA Operating Agreement (y) that certain Option and Development Agreement by and betweenKendall Land Development, LLC and EHT, dated as of August 31, 2004, as amended and all documentsrelated to the property subject to such agreement and (z) the Land Bank Agreements (except as setforth herein to the contrary).          (b) Notwithstanding anything to the contrary in this Settlement Agreement or otherwise, thereleases contained herein shall not affect in any way any defenses of the TOUSA Entities or theTranseastern JV Entities to claims, rights or actions of the Falcone Entities arising on account ofthe circumstances set forth in Section 8(b) of this Settlement Agreement.
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     Section 8. Release of the TOUSA Entities and the Transeastern JV Entities by the FalconeEntities.          (a) As of the Effective Date, except with respect to the obligations expressly contained inthis Settlement Agreement and those agreements identified on Schedule 5 attached hereto,and those obligations reserved by the respective Parties in this Settlement Agreement or exceptedherefrom, each of the Falcone Entities, and each of their directors, officers, managers, members,agents, employees, partners, stockholders, attorneys, legal representatives, financial advisors,subsidiaries, successors, assigns, and other affiliates hereby releases each of the TOUSA Entitiesand each of the Transeastern JV Entities and each of their respective directors, officers,managers, members, agents, employees, partners, stockholders, attorneys, legal representatives,financial advisors, subsidiaries, successors, assigns, and other affiliates, from any and allclaims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations,judgments, suits, matters, indemnification claims, any claims acquired as a result of subrogationor assignment, and issues of any kind or nature whatsoever, known or unknown, contingent orabsolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured orunmatured, including but not limited to all liabilities, claims, and other obligations arising outof or in connection with (v) the Carve-Out Guarantees, (w) the Asset Purchase Agreement, (x) theTE/TOUSA Operating Agreement (y) that certain Option and Development Agreement by and betweenKendall Land Development, LLC and EHT, dated as of August 31, 2004, as amended and all documentsrelated to the property subject to such agreement and (z) the Land Bank Agreements (except as setforth herein to the contrary). The foregoing provision notwithstanding, nothing contained in thisSettlement Agreement is intended nor shall the same be deemed to operate to in any fashion impair,discharge or release the obligation of Kendall Land Development, LLC, its successors and/or assigns(including without limitation any of the TOUSA Entities or the Transeastern JV Entities) for thepayment of the sums evidenced by that certain Promissory Note dated August 31, 2004 in the originalprincipal amount of $12,240,222.84, as secured by that certain Mortgage dated August 31, 2004 andrecorded at Official Records Book 22645, Page 2464 of the Public Records of Miami-Dade County,Florida.          (b) Notwithstanding anything to the contrary in this Settlement Agreement or otherwise, thereleases contained herein shall not affect in any way any claims, rights or actions the FalconeEntities have against the TOUSA Entities if a shareholder or creditor of the TOUSA Entities(whether derivatively or otherwise) commences or asserts any claim, complaint, action or proceedingagainst a Falcone Entity relating to any action or inaction constituting actual fraud, actual badfaith, criminal or other intentional or willful misconduct.     Section 9. Representations and Warranties. Each of the Parties severally representsand warrants to each of the other Parties that the following statements are true and correct as ofthe date hereof:          (a) Power and Authority. It has all requisite power and authority to enter into thisSettlement Agreement and to carry out the actions contemplated by, and perform its respectiveobligations under, this Settlement Agreement.
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          (b) Authorization. The execution and delivery of this Settlement Agreement and theperformance of its obligations hereunder have been duly authorized by all necessary action on itspart.          (c) No Conflicts. The execution, delivery and performance by it of this SettlementAgreement do not and shall not: (A) violate any provision of law, rule or regulation applicable toit or its certificate of incorporation or by-laws (or other organizational documents); or (B)conflict with, result in a breach of or constitute (with due notice or lapse of time or both) adefault under any material contractual obligation to which it is a party or under its certificateof incorporation or by-laws (or other organizational documents).          (d) Governmental Consents. The execution, delivery and performance by it of thisSettlement Agreement do not and shall not require any registration or filing with, consent orapproval of, notice to or other action with, or by, any Federal, state or other governmentalauthority or regulatory body, except: (A) such filings as may be necessary and/or requiredby the Securities and Exchange Commission and applicable state securities or “blue sky” laws; and(B) in the case of the Transeastern JV Entities, other registrations, filings, consents, approvals,notices or other actions that are reasonably necessary to maintain permits, licenses,qualifications and governmental approvals to carry on the businesses of the Transeastern JVEntities.          (e) Proceedings. No litigation or proceeding before any court, arbitrator oradministrative or governmental body is pending against it that would adversely affect its abilityto enter into this Settlement Agreement or perform its obligations hereunder.     Section 10. No Waiver of Participation and Reservation of Rights. This SettlementAgreement is part of a proposed settlement of disputes among the Parties. Except as expresslyprovided in this Settlement Agreement, nothing herein is intended to, does, or shall be deemed inany manner to waive, limit, impair or restrict the ability of each of the Parties to protect andpreserve its respective rights, remedies and interests, including without limitation and withoutlimiting the foregoing sentence in any way, if the actions contemplated by this SettlementAgreement are not consummated, if a Termination Event (as defined below) occurs or if thisSettlement Agreement is otherwise terminated for any reason, the Parties each fully reserve any andall rights, remedies and interests.     Section 11. Conditions Precedent to the Effective Date. Notwithstanding anythingcontained herein, it is understood and agreed that this Settlement Agreement, and the Parties’obligations hereunder, shall be effective on the date (the “Effective Date”) that all ofthe conditions contained in this Section 11 (the “Closing Conditions”) are satisfied:          (a) TOUSA Closing Conditions:               (1) The TOUSA Entities shall have executed and consummated a global settlement with 100% ofthe Senior Lenders and the Administrative Agent for such Senior Lenders providing for the releaseand discharge of claims in any way relating to the Senior Debt, including, without limitation, allliabilities under the Carve-Out Guarantees and the Completion Guarantees;
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               (2) the TOUSA Entities shall have executed and consummated a global settlement with 100% ofthe Senior Mezz Lenders and the Administrative Agent for such Senior Mezz Lenders providing for therelease and discharge of claims in any way relating to the Senior Mezz Debt, including, withoutlimitation, all liabilities under the Carve-Out Guarantees and the Completion Guarantees;               (3) the TOUSA Entities shall have executed and consummated a global settlement with 100% ofthe Junior Mezz Lenders and the Administrative Agent for such Junior Mezz Lenders providing for therelease and discharge of claims in any way relating to the Junior Mezz Debt, including, withoutlimitation, all liabilities under the Carve-Out Guarantees and the Completion Guarantees;               (4) The Falcone Entities will have delivered all necessary assignments of government permitsissued to the Falcone Entities or previously assigned to Falcone Entities;               (5) The Falcone Entities shall have executed and delivered all plats, easements, and deedsnecessary for the use and development of the Acquired Land Bank Properties, as reasonably requestedby the TOUSA Entities;               (6) The Falcone Entities shall have made all closing deliveries under Section 2(a) hereof;               (7) The Falcone Entities, the Transeastern JV Entities and the TOUSA Entities shall havedeveloped a cooperative plan for the recreation area located adjacent to that certain site owned bythe Falcone Entities, reserved for the building of an apartment complex and in proximity to thatcertain project to be developed pursuant to the Option and Development Agreement by and betweenIndependence Land Development LLC and EHT, dated May 31, 2005, and executed an agreement forimplementing such plan;               (8) The Falcone Entities, individually and collectively, shall have obtained a full release ofall completion guarantees and environmental indemnities issued by EHT to the Residential FundingCorporation in connection with (i) that certain Option and Development Agreement by and between OakCreek Landbank, LLC and Transeastern Properties, dated as of May 16, 2005, as assigned to andassumed by EHT, and (ii) that certain Option and Development Agreement by and between WestwoodBerkshire Landbank, LLC and Transeastern Properties, dated as of May 16, 2005, as assigned to andassumed by EHT;               (9) The Falcone Entities shall have performed all actions and made all deliveries contemplatedby Section 2(a), Section 5 and Section 6 of this Settlement Agreement; and               (10) Falcone/Ritchie shall have confirmed its withdrawal as a “Member” (as defined in theTE/TOUSA Operating Agreement) and shall have notified TE/TOUSA of such withdrawal in writing;provided, however, the determination of whether the Closing Conditions of thisSection 11(a) have been satisfied shall be within the reasonable discretion of the TOUSA Entities,and any Closing Condition in this Section 11(a) may be waived by the TOUSA
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Entities in their solediscretion.          (b) Falcone Closing Conditions:               (1) The Falcone Entities shall have executed and consummated a global settlement with 100% ofthe Senior Lenders and the Administrative Agent for such Senior Lenders providing for the releaseand discharge of claims in any way relating to the Senior Debt, including, without limitation, allliabilities under the Carve-Out Guarantees;               (2) the Falcone Entities shall have executed and consummated a global settlement with 100% ofthe Senior Mezz Lenders and the Administrative Agent for such Senior Mezz Lenders providing for therelease and discharge of claims in any way relating to the Senior Mezz Debt, including, withoutlimitation, all liabilities under the Carve-Out Guarantees;               (3) the Falcone Entities shall have executed and consummated a global settlement with 100% ofthe Junior Mezz Lenders and the Administrative Agent for such Junior Mezz Lenders providing for therelease and discharge of claims in any way relating to the Junior Mezz Debt, including, withoutlimitation, all liabilities under the Carve-Out Guarantees;               (4) EHT shall have made the Takedown Payments (including closing costs), the Option Paymentsand the closing deliveries under Section 2(a) hereof;               (5) EHT shall have either have returned to the Falcone Entities that certain Letter of CreditNo. SM214983W, dated July 27, 2005, issued by Wachovia Bank in favor of EHT, which was provided toEHT pursuant to the provisions of the Asset Purchase Agreement, or provided an affidavit of lossand indemnity to Wachovia Bank and the Falcone Entities in connection with such Letter of Credit;               (6) CIT (on behalf of the Senior Lenders) shall have executed and delivered to Williams IslandOwner the Acknowledgement of Termination of Option Relating to Property (Williams Island);               (7) EHT shall have delivered to Williams Island Owner all documents necessary to effectuatethe termination of the Option and Development Agreement (Williams Island), dated October 13, 2004and the Construction Agreement, dated October 13, 2004; and               (8) EHT will have delivered all necessary assignments of government permits issued to EHT orpreviously assigned to EHT;provided, however, the determination of whether the Closing Conditions in thisSection 11(b) have been satisfied shall be within the reasonable discretion of the FalconeEntities, and any Closing Condition in this Section 11(b) may be waived by the Falcone Entities intheir sole discretion.          (c) EHT Closing Condition. The TOUSA Entities shall have executed and consummated aglobal settlement with 100% of the Senior Lenders and the Administrative Agent for such SeniorLenders providing for the release and discharge of claims in any way relating to
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the Senior Debt, including, without limitation, all liabilities under the Carve-Out Guaranteesand the Completion Guarantees, provided, however, that determination of whether theClosing Condition of this Section 11(c) has been satisfied shall be within the reasonablediscretion of EHT; providedfurther, that the Closing Condition in this Section11(c) may be waived by EHT with the consent of the Senior Lenders and the Administrative Agent forsuch Senior Lenders.     Section 12. Termination. Prior to the Effective Date, this Settlement Agreement shallimmediately terminate upon the occurrence of any of the following events (providedhowever, that such termination of the Settlement Agreement shall not restrict the Parties’rights and remedies for any prior breach of the Settlement Agreement by any Party):          (a) written notice by any Party to the other Parties of the termination of the financingcommitment letter issued to TOUSA, Inc. by Citibank Global Markets, Inc. and certain of itsaffiliates (collectively, “Citibank”), dated May 15, 2007 (the “CommitmentLetter”); provided, however, notwithstanding anything contained herein, thisSettlement Agreement shall not terminate if within ten days after the receipt of such notice oftermination of the Commitment Letter, the TOUSA Entities reinstate or obtain a replacementcommitment for the Commitment Letter;          (b) written notice by either (i) the Falcone Entities to the TOUSA Entities and theTranseastern JV Entities, or (ii) the TOUSA Entities and the Transeastern JV Entities to theFalcone Entities of the non-occurrence of the Effective Date by no later than June 30, 2007 (the“Closing Date”); provided, however, TOUSA shall have the unilateral rightto extend the Closing Date until July 16, 2007, by issuance of a notice representing in good faiththat such an extension is necessary to achieve a closing of the transactions contemplated underthis Agreement, and so long as (i) the TOUSA Entities and/or the Transeastern JV Entities have paidall monthly option payments due under the Acquired Land Bank Agreements and the Williams Island LBAfor the period ending on June 30, 2007, and (ii) this Settlement Agreement has not terminatedpursuant to Section 12(a);          (c) with respect to any of the Transeastern JV Entities, the filing of a voluntary petition inbankruptcy or the admission of an inability to pay its or their debts as they become due, in anydocument or in any pleading filed in any court;          (d) the commencement of any action, lawsuit, or proceeding against any of the Falcone Entitiesby any of the TOUSA Entities and/or the Transeastern JV Entities;          (e) the commencement of any action, lawsuit, or proceeding against any of TOUSA Entitiesand/or the Transeastern JV Entities by any of the Falcone Entities;          (f) the occurence of a public sale of all or substantially all of EHT’s assets or its equityinterests;          (g) the commencement by CIT or Deutsche Bank of any action, lawsuit or proceeding against anyof the Falcone Entities;
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          (h) the occurence of a private or public foreclosure sale by or at the direction of CIT orDeutsche Bank with respect to the direct or indirect equity interests in EHT;          (i) the filing of an involuntary petition in bankruptcy by any of the Senior Lenders, theSenior Mezz Lenders, or the Junior Mezz Lenders against any of the Transeastern JV Entities, whichhas not been dismissed by the Effective Date; and          (j) the filing of an involuntary petition in bankruptcy by any party (other than a Party tothis Settlement Agreement) against any of the Transeastern JV Entities, which has not beendismissed either (i) within 10 calendar days from the date on which such petition was filed, or(ii) if the involuntary petition is contested, within 20 calendar days from the date on which suchpetition was filed.     Section 13. Effect of Termination. In the event this Settlement Agreement terminatespursuant to Section 12 (the “Termination”), this Settlement Agreement shall terminate as toall Parties; provided, however, the termination of the provisions of Section 8.1(a)of the Asset Purchase Agreement and the release of the Falcone Entities from any liability inconnection with such Section 8.1(a) shall not be affected by Termination of this SettlementAgreement. Upon a Termination, the obligations of each of the Parties hereunder, including (forthe avoidance of doubt) the releases in Sections 7 and Section 8 and the tax rights and obligationsin Section 1 of this Settlement Agreement, shall be null and void and be of no further force andeffect as of the date of the signing of this Settlement Agreement, providedhowever, that no such termination shall relieve any Party from liability for its breach ornon-performance of its obligations hereunder prior to the date of such Termination.     Section 14. Governing Law; Jurisdiction. This Settlement Agreement shall be governedby, and construed in accordance with, the laws of the State of New York, regardless of the lawsthat might otherwise govern under applicable principles of conflict of laws of the State of NewYork. By its execution and delivery of this Settlement Agreement, each of the Parties heretohereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceedingagainst it with respect to any matter under or arising out of or in connection with this SettlementAgreement or for recognition or enforcement of any judgment rendered in any such action, suit orproceeding, shall be brought in a federal court of competent jurisdiction in the United StatesDistrict Court for the Southern District Florida. By execution and delivery of this SettlementAgreement, each of the Parties hereto hereby irrevocably accepts and submits to the nonexclusivejurisdiction of such court, generally and unconditionally, with respect to any such action, suit orproceeding.     Section 15. Notices. All demands, notices, requests, consents and communicationshereunder shall be in writing and shall be deemed to have been duly given if delivered personallyor by courier service, messenger, facsimile or, if duly deposited in the mails, by certified orregistered mail, postage prepaid-return receipt requested, and shall be deemed to have been dulygiven or made: (a) upon delivery, if delivered personally or by courier service or messenger, ineach case with record of receipt; (b) upon transmission with confirmed delivery, if sent byfacsimile or telecopy; or (c) when received after being sent by certified or registered mail,postage pre-paid, return receipt requested, to the following addresses or such other addresses asmay be furnished hereafter by notice in writing, to the following Parties:
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                **If to the TOUSA Entities****:**