exv10w2






EXHIBIT 10.2




FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August
4, 2009, is entered into by and among NVR, INC., as borrower (“Borrower”), the Lenders
party hereto and BANK OF AMERICA, N.A., as administrative agent (“Administrative Agent,”
and collectively with Borrower and Lender, the “Parties”).



RECITALS




     WHEREAS, the Borrower and the Lenders entered into that certain Credit Agreement dated as of
December 7, 2005 (the “Credit Agreement”), providing for a revolving credit loan facility
in the maximum principal amount of $600,000,000 in the aggregate; and



     WHEREAS, the Parties now wish to amend the Credit Agreement as set forth below.



     NOW THEREFORE, in consideration of the mutual promises contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:


1. Defined Terms. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Credit Agreement, and each reference in the Credit
Agreement to “this Agreement” and each other similar reference shall be deemed to refer to the
Credit Agreement as amended hereby. All references to the Credit Agreement in the Loan Documents
shall be deemed to refer to the Credit Agreement as amended hereby.



2. Amendment to Definitions Section. Article 1 of the Credit Agreement is hereby amended
as follows:





(i) The definition of “Aggregate Commitment” is deleted in its entirety and replaced with
the following:




“ ‘ Aggregate Commitment’ means $300,000,000 as such amount may be reduced
from time to time pursuant to the terms of this Agreement.”




(ii) The definition of “Commitment” is deleting in its entirety and replaced with the
following:




“ ‘Commitment’ means, for each Lender, the obligation of such Lender to make
Loans not exceeding the amount set forth on Exhibit A to the First
Amendment, as such amounts may be modified as a result of any assignment that has
become effective pursuant to Section 10.04 or as otherwise modified from
time to time pursuant to the terms hereof.”




(iii) The definition of “Commitment and Acceptance” is deleted in its entirety.



 









 






(iv) The definition of “Facility Increase” is deleted in its entirety.




(v) The following definition is added to Article 1:




“ ‘First Amendment’ means that certain First Amendment to Credit Agreement,
dated August 4, 2009, by and among Borrower, Administrative Agent and the Lenders
party thereto.”




(vi) The definition of “Land” is deleted in its entirety.




(vii) The definition of “New Lender” is deleted in its entirety.


3. Deletion of Section 2.14. Section 2.14 is hereby deleted in its entirety (except for the
heading “SECTION 2.14.”) and replaced with “Intentionally Omitted.” Any and all references
to Section 2.14, and any and all obligations thereunder are hereby deleted throughout the Credit
Agreement and shall be of no further force and effect.



4. Amendment to Section 7.06(c). Section 7.06(c) is hereby amended as follows:





(i) In the lead-in phrase, the following is deleted in its entirety: “ ,other than Land
purchases permitted by Section 7.12”; and




(ii) In Section 7.06(c)(ii), “$50,000,000” is deleted in its entirety and replaced with
“$250,000,000”.


5. Deletion of Section 7.12. Section 7.12 is hereby deleted in its entirety (except for
the heading “SECTION 7.12.”) and replaced with “Intentionally Omitted.” Any and all
references to Section 7.12, and any and all obligations thereunder are hereby deleted throughout
the Credit Agreement and shall be of no further force and effect.



6. Amendments to Schedules. Schedule I to the Credit Agreement is amended by deleting such
schedule in its entirety and replacing it with the new Schedule I attached hereto and incorporated
herein as Exhibit A, and Schedule III to the Credit Agreement is amended by deleting such
schedule in its entirety and replacing it with the new Schedule III attached hereto and
incorporated herein as Exhibit B.



7. Amendment to Exhibit F. Exhibit F to the Credit Agreement is amended by deleting such
exhibit in its entirety (except for the heading “EXHIBIT F”) and replacing it with “Not
Applicable.” Any and all references to Exhibit F, and any and all obligations thereunder are
hereby deleted throughout the Credit Agreement and shall be of no further force and effect.



8. Conditions Precedent. This First Amendment shall be effective as of the date (“First
Amendment Effective Date”) upon which the following conditions are satisfied:





     (a) The Administrative Agent shall have received from the Borrower and the Required
Lenders a counterpart of this First Amendment signed on behalf of each such Party.



2









 






     (b) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization or
formation, existence and good standing of the Borrower, the authorization of this First
Amendment and any other legal matters relating to the Borrower, the Credit Agreement or this
First Amendment, all in form and substance satisfactory to the Administrative Agent and its
counsel.




     (c) The Administrative Agent shall have received all amounts due and payable on or
prior to the First Amendment Effective Date, including reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Loan
Documents.



          The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment
Effective Date, and such notice shall be conclusive and binding.



9. Representations and Warranties. The Borrower hereby represents and warrants that as of
the date hereof:





     (a) The representations and warranties of the Borrower in the Credit Agreement (as
amended hereby) are true and correct in all material respects.




     (b) There exists no Default or Unmatured Default.


10. Release. In consideration of this First Amendment, Borrower hereby fully and
unconditionally releases and forever discharges Administrative Agent and each Lender and their
respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents,
representatives, successors and assigns and all persons, firms, corporations and organizations
acting on their behalf (collectively, the “Released Parties”), of and from any and all
claims, allegations, causes of action, costs or demands and liabilities pertaining to or arising
out of the Credit Agreement, at any time prior to the First Amendment Effective Date, whether known
or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or
unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which
Borrower has, had, claims to have or to have had or hereafter claims to have or have had against
the Released Parties by reason of any act or omission on the part of the Released Parties, or any
of them, occurring prior to the First Amendment Effective Date, including all such loss or damage
of any kind heretofore sustained or that may arise as a consequence of the dealings among the
parties up to and including the First Amendment Effective Date, including the administration or
enforcement of the Credit Agreement (collectively, all of the foregoing are the “Claims”),
and Borrower hereby represents and warrants that the foregoing constitutes a full and complete
release of all such Claims by or on behalf of Borrower. Borrower further represents and warrants
that it has no knowledge of any Claim against the Released Parties or of any facts or acts or
omissions of the Released Parties which on the date hereof would be the basis of a Claim by it
against the Released Parties which is not released hereby. The inclusion of a release provision in
this First Amendment shall not give rise to any inference that but for such release, any Claim
otherwise would exist.




3









 









	11.	 	Effectiveness of the Loan Documents. Except as expressly stated in this First
Amendment, the Credit Agreement remains in full force and effect, and all other Loan Documents
remain in full force and effect.
	 
	12.	 	Governing Law. This First Amendment shall be construed in accordance with and governed
by the laws of the State of New York.
	 
	13.	 	Headings. The headings contained in the titling of this First Amendment are intended
to be used for convenience only and shall not be deemed to be part of, or affect the interpretation
of, the provisions hereof or thereof.
	 
	14.	 	Severability. Any provision of this First Amendment held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
	 
	15.	 	Counterparts. This First Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be an original, but all of which counterparts shall together constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to this First
Amendment by facsimile transmission (or by e-mail transmission of an electronic copy in pdf format
or other image file format) shall be as effective as delivery of a manually executed counterpart of
this First Amendment.





[SIGNATURES FOLLOW ON THE NEXT PAGE]




4









 





     IN WITNESS WHEREOF, the Parties have caused this First Amendment to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	Borrower:





NVR, INC.

 	 
	 	By:  	/s/ Dennis M. Seremet
 	 
	 	 	Dennis M. Seremet 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 



[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement





 









 





	 	 	 	 	 
	 	Administrative Agent:



BANK OF AMERICA, N.A.

 	 
	 	By:  	
/s/ Stephen B. Carlson
 	 
	 	 	Stephen B. Carlson 	 
	 	 	Vice President 	 
	 



[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement





 









 





	 	 	 	 	 
	 	Lenders:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Stephen B. Carlson
 	 
	 	 	Stephen B. Carlson 	 
	 	 	Vice President 	 
	 



[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Vanessa Chiu
 

Vanessa Chiu
	 	 
	 

	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Cory Bennett
 

John Cory Bennett
	 	 
	 

	 	Title:
	 	Officer	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ A. Jeffrey Jacobson
 

A. Jeffrey Jacobson
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Katherine Bass
 

Katherine Bass
	 	 
	 

	 	Title:
	 	First Vice President	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	REGIONS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Daniel McClurkin
 

Daniel McClurkin
	 	 
	 

	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Adam Sheets	 	 
	 

	 	Name:
	 	 

Adam Sheets
	 	 
	 

	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert Smith
 

Robert Smith
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David Cagle
 

David Cagle
	 	 
	 

	 	Title:
	 	Managing Director	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mikhail Faybusovich
 

Mikhail Faybusovich
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nupar Kumar
 

Nupar Kumar
	 	 
	 

	 	Title:
	 	Vice President	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




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	 	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Conor Linehan
 

Conor Linehan
	 	 
	 

	 	Title:
	 	Authorised Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert D. Gominiak
 

Robert D. Gominiak
	 	 
	 

	 	Title:
	 	Director	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




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	 	 	FIRST COMMERCIAL BANK, LOS ANGELES BRANCH
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Wen-Han Wu
 

Wen-Han Wu
	 	 
	 

	 	Title:
	 	Deputy General Manager	 	 






[SIGNATURES CONTINUE ON THE NEXT PAGE]




Signature Page First Amendment to Credit Agreement









 









 











	 	 	 	 	 	 	 
	 	 	THE NORINCHUKIN BANK, NEW YORK BRANCH
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kaoru Yamada
 

Kaoru Yamada
	 	 
	 

	 	Title:
	 	Joint General Manager	 	 






[END OF SIGNATURES]




Signature Page First Amendment to Credit Agreement





 









 








EXHIBIT A




SCHEDULE I TO THE CREDIT AGREEMENT




SCHEDULE I




LENDERS AND COMMITMENTS




	 	 	 	 	 
	Lender	 	Commitment	 
	Bank of America, N.A.
	 	$	27,500,000	 
	JPMorgan Chase Bank, N.A.
	 	$	35,000,000	 
	Mizuho Corporate Bank, Ltd.
	 	$	27,500,000	 
	Wachovia Bank, National Association
	 	$	27,500,000	 
	U.S. Bank, National Association
	 	$	25,000,000	 
	SunTrust Bank
	 	$	22,500,000	 
	Regions Bank
	 	$	20,000,000	 
	Comerica Bank
	 	$	17,500,000	 
	RBC Bank (USA)
	 	$	17,500,000	 
	Calyon New York Branch
	 	$	12,500,000	 
	Credit Suisse, Cayman Islands Branch
	 	$	12,500,000	 
	The Governor and Company of the Bank of Ireland
	 	$	12,500,000	 
	Chevy Chase Federal Savings Bank
	 	$	10,000,000	 
	Compass Bank
	 	$	7,500,000	 
	Chang Hwa Commercial Bank, Ltd. New York Branch
	 	$	5,000,000	 
	First Commercial Bank, Los Angeles Branch
	 	$	5,000,000	 
	Guaranty Bank
	 	$	5,000,000	 
	Malayan Banking Berhad, New York Branch
	 	$	5,000,000	 
	National City Bank
	 	$	2,500,000	 
	The Norinchukin Bank, New York Branch
	 	$	2,500,000	 
	 
	 	 	 	 
	Total
	 	$	300,000,000	 






Exhibit A - First Amendment to Credit Agreement





 









 








EXHIBIT B




SCHEDULE III TO THE CREDIT AGREEMENT




SCHEDULE III




SUBSIDIARIES AND JOINT VENTURES





 











 





SCHEDULE III




Subsidiaries; Joint Ventures of NVR, Inc. (“Borrower”)




Subsidiaries:




1. NVR Services, Inc.:




	 	 	 
	State of Incorporation:
	 	Delaware.
	Jurisdictions of Qualification:
	 	Kentucky, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, and West Virginia.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	Shares Owned by Borrower:
	 	1,000 Common Shares.
	Percentage of Shares Owned by Borrower:
	 	100%.






2. RVN, Inc.:




	 	 	 
	State of Incorporation:
	 	Delaware.
	Jurisdictions of Qualification:
	 	North Carolina.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	Shares Owned by Borrower:
	 	1,000 Common Shares.
	Percentage of Shares Owned by Borrower:
	 	100%.






3. NVR Funding II, Inc.:




	 	 	 
	State of Incorporation:
	 	Delaware.
	Jurisdictions of Qualification:
	 	None.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	 
	 	1,000 Preferred Shares.
	Shares Owned by Borrower:
	 	1,000 Common Shares.
	 
	 	1,000 Preferred Shares.
	Percentage of Common Shares Owned by Borrower:
	 	100%.
	Percentage of Preferred Shares Owned by Borrower:
	 	100%.






4. NVR of Central Florida, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Florida.
	Jurisdictions of Qualification:
	 	None.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






 









 








NVR, Inc. 

Schedule III

 Page 2




5. NVR Clarksburg, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Maryland.
	Jurisdictions of Qualification:
	 	None.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






Joint Venture of NVR Clarksburg, LLC




5.1 Artery Clarksburg, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Maryland.
	Jurisdictions of Qualification:
	 	None.
	Members:
	 	NVR Clarksburg, LLC.
	 
	 	The Artery Group, LLC [unrelated].
	 
	 	 
	Membership Interest of NVR Clarksburg, LLC:
	 	30%.
	Membership Interest of The Artery Group, LLC.
	 	70%.






6. NVInsurance Brokers, Inc.: 




	 	 	 
	State of Incorporation:
	 	Delaware.
	Jurisdictions of Qualification:
	 	Maryland, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, and West Virginia.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	Shares Owned by Borrower:
	 	1,000 Common Shares.
	Percentage of Shares Owned by Borrower:
	 	100%






7. The Dillon Company (Inactive):




	 	 	 
	State of Incorporation:
	 	Ohio.
	Jurisdictions of Qualification:
	 	Pennsylvania.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	Shares Owned by Borrower:
	 	1,000 Common Shares.
	Percentage of Shares Owned by Borrower:
	 	100%.






8. NVR Rymarc Homes of South Carolina, LLC:




	 	 	 
	State of Organization:
	 	South Carolina.






 









 






NVR, Inc. 

Schedule III 

Page 3




	 	 	 
	Jurisdiction of Qualification:
	 	None.
	Membership Interest Outstanding:
	 	100%.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






9. NVR Management, LLC (formerly, NVR Management Co.):




	 	 	 
	State of Formation:
	 	Virginia.
	Jurisdictions of Qualification:
	 	None.
	Membership Interest Outstanding:
	 	100%.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






10. NVR Linganore, LLC:




	 	 	 
	State of Formation:
	 	Maryland.
	Jurisdictions of Qualification:
	 	None.
	Membership Interest Outstanding:
	 	100%.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






11. NVR Mid-Atlantic Asset Acquisition, LLC:




	 	 	 
	State of Formation:
	 	Virginia.
	Jurisdictions of Qualification:
	 	None.
	Membership Interest Outstanding:
	 	100%.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






12. NVR Indianapolis Acquisition, LLC:




	 	 	 
	State of Formation:
	 	Indiana.
	Jurisdictions of Qualification:
	 	None.
	Membership Interest Outstanding:
	 	100%.
	Percentage of Membership Interest Owned by Borrower:
	 	100%.






13. NVR Mortgage Finance, Inc. (“NVMF”):




	 	 	 
	State of Incorporation:
	 	Virginia.
	Jurisdictions of Qualification:
	 	Delaware, District of Columbia, Georgia, Florida, Indiana, Kentucky, Louisiana (withdrawal pending), Maryland, Michigan, North Carolina, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, and West Virginia.






 









 






NVR, Inc. 
Schedule
III 
Page 4




	 	 	 
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	Shares Owned by Borrower:
	 	1,000 Common Shares.
	Percentage of Shares Owned by Borrower:
	 	100%.






Subsidiaries of NVRM and Indirect Subsidiaries of Borrower:




13.1 NVR Funding III, Inc.:




	 	 	 
	State of Incorporation:
	 	Delaware.
	Jurisdictions of Qualification:
	 	None.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	 
	 	1,000 Preferred Shares.
	Shares Owned by NVRM:
	 	1,000 Common Shares.
	 
	 	1,000 Preferred Shares.
	 
	 	 
	Percentage of Shares Owned by NVRM:
	 	Common 100%.
	 
	 	Preferred 100%.






13.2 NVR Settlement Services, Inc. (“NVRSS”):




	 	 	 
	State of Incorporation:
	 	Pennsylvania.
	Jurisdictions of Qualification:
	 	Delaware, Florida, Kentucky, Michigan, New York, North Carolina, South Carolina, Virginia, and West Virginia.
	Capital Stock Outstanding:
	 	10,000 Common Shares.
	Shares Owned by NVRM:
	 	10,000 Common Shares.
	Percentage of Shares Owned by NVRM:
	 	Common Shares 100%.






Subsidiaries of NVRSS and Indirect Subsidiaries of Borrower:




13.2.1 NVR Settlement Services of Maryland, Inc.:




	 	 	 
	State of Incorporation:
	 	Maryland.
	Jurisdictions of Qualification:
	 	None.
	Capital Stock Outstanding:
	 	100 Common Shares.
	Shares Owned by NVRSS:
	 	100 Common Shares.
	Percentage of Shares Owned by NVRSS:
	 	Common Shares 100%.






 









 






NVR, Inc. 

Schedule III 

Page 5




13.2.2 Settlement Services of Tennessee LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Tennessee.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	NVRSS 

Sidwell & Barrett, PC [unrelated]
	Membership Interest of NVRSS:
	 	66.7%.
	Membership Interest of Sidwell & Barrett, PC:
	 	33.3%.






Joint Ventures of NVRSS




13.2.3 First NVR Settlement Services LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Ohio.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	NVRSS
	 
	 	First Title Agency, Inc. [unrelated]
	Membership Interest of NVRSS:
	 	49%.
	Membership Interest of First Title Agency, Inc.:
	 	51%.






13.2.4 NVR Title Agency LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Ohio.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	NVRSS
	 
	 	Title First Agency, Inc. [unrelated]
	Membership Interest of NVRSS:
	 	49%.
	Membership Interest of Title First Agency, Inc.:
	 	51%.






13.2.5 Legacy Title LLC:




	 	 	 
	Jurisdiction of Organization:
	 	New Jersey.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	NVRSS
	 
	 	Title America Agency, Inc. [unrelated]
	Membership Interest of NVRSS:
	 	49%.






 









 






NVR, Inc. 
Schedule
III 

Page 6




Membership Interest of Title America Agency, Inc.: 51%.




14. NVR Development, Inc. (“NVRD”) (Inactive):




	 	 	 
	State of Incorporation:
	 	Virginia.
	Jurisdictions of Qualification:
	 	Maryland.
	Capital Stock Outstanding:
	 	500 Common Shares.
	Shares Owned by Borrower:
	 	500 Common Shares.
	Percentage of Shares Owned by Borrower:
	 	Common Shares 100%.






Subsidiaries of NVRD and Indirect Subsidiaries of Borrower:




14.1. NVRD California, Inc. (“NVRDC”) (Inactive):




	 	 	 
	State of Incorporation:
	 	California.
	Jurisdictions of Qualification:
	 	None.
	Capital Stock Outstanding:
	 	1,000 Common Shares.
	Shares Owned by NVRD :
	 	1,000 Common Shares.
	Percentage of Shares Owned by NVRD:
	 	Common Shares 100%.






Subsidiaries of NVRDC and Indirect Subsidiaries of Borrower:




14.1.1 NV California L.P. (Inactive):




	 	 	 	 	 	 	 
	State of Formation:
	 	California.	 	 	 	 
	Jurisdictions of Qualification:
	 	None.	 	 	 	 
	General Partner:
	 	NVRDC.	 	 	 	 
	Limited Partner:
	 	NVRD.	 	 	 	 
	General Partner Interest:
	 	NVRDC: 1%.	 	 	 	 
	Limited Partner Interest:
	 	NVRD: 99%.	 	 	 	 






14.1.2 H.R. Remington L.P. (Inactive):




	 	 	 	 	 	 	 
	State of Formation:
	 	California.	 	 	 	 
	Jurisdictions of Qualification:
	 	None.	 	 	 	 
	General Partner:
	 	NVRDC.	 	 	 	 
	Limited Partner:
	 	NVRD.	 	 	 	 
	General Partner Interest:
	 	NVRDC: 1%.	 	 	 	 
	Limited Partner Interest:
	 	NVRD: 99%.	 	 	 	 






 









 






NVR, Inc.

Schedule III

Page 7




15. NVR Ohio Acquisition, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Ohio.
	Jurisdiction of Qualification:
	 	None.
	Member:
	 	Borrower
	Membership Interests of Borrower:
	 	100%.






Joint Ventures of Borrower




16. Cianciulli, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%






17. Clymer-Rush Landis, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%






18. Davis-D’Alexander LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






 









 






NVR, Inc.

Schedule III

Page 8




19. Devos-Shelps, LLC (Inactive):




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






20. Domin LLC (Inactive):




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






21. Holcombe LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






22. Howland, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	 	 
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






 









 






NVR, Inc.

Schedule III

Page 9




23. Leatherman I LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






24. SOCO/Skarbak LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






25. S&S/Coventry, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	 	 
	Jurisdiction of Qualification:
	 	None.
	 	 
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






26. Snyder I, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.






 









 






NVR, Inc. 
Schedule
III 
Page 10




Membership Interests of Heritage Land Partners, L.P.: 51%.




27. Strutynski-Soltys LLC (Inactive):




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	 	 
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






28. Yoder I LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






29. Zavitsanos, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






30. Caulk, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Delaware.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]






 









 






NVR, Inc. 
Schedule
III 
Page 11




	 	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






31. Webb I, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Delaware.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.






32. Heuscher, LLC:




	 	 	 
	Jurisdiction of Organization:
	 	Pennsylvania.
	Jurisdiction of Qualification:
	 	None.
	Members:
	 	Borrower
	 
	 	Heritage Land Partners, L.P. [unrelated]
	 	 
	Membership Interests of Borrower:
	 	49%.
	Membership Interests of Heritage Land Partners, L.P.:
	 	51%.