THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, PLEDGOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON- EXCLUSIVE JURISDICTION OF THOSE COURTS. PLEDGOR IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT. PLEDGOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.
8.9 WAIVER OF JURY TRIAL. PLEDGOR, AND BY ACCEPTANCE OF THIS
AGREEMENT, ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, WAIVES ITS RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
TO THE LOAN AGREEMENT AGAINST ANY OTHER PARTY OR ANY PARTICIPANT OR ASSIGNEE,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
18
OTHERWISE. PLEDGOR, AND BY ACCEPTANCE OF THIS AGREEMENT, ADMINISTRATIVE AGENT
AND EACH OF THE LENDERS, AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, PLEDGOR,
AND BY ACCEPTANCE OF THIS AGREEMENT, ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS, FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION
OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS,
IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
8.10 Construction of Agreement. All words used herein in the plural
shall be deemed to have been used in the singular, and all words used herein in
the singular shall be deemed to have been used in the plural, where the context
and construction so require. Section headings in this Agreement are included for
convenience of reference only and are not a part of this Agreement for any other
purpose.
19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
PLEDGOR:
TE/TOUSA Senior, LLC
By:
Name:
Title:
S-1
EXHIBIT A
Description of Pledged Entities and Pledged Interests
Corporations
Pledged Entity
Pledged Interest None.
N/A
Limited Liability Companies
Pledged Entity
Pledged Interest EH/Transeastern, LLC
100%
Partnerships
Pledged Entity
Pledged Interest None.
N/A
A- l
EXHIBIT B
Organizational Documents
B-1
EXHIBIT C
State of Formation and Address
Pledgor was formed under the laws of the State of Delaware and it has the
following mailing address:
TE/TOUSA Senior, LLC
c/o Technical Olympic USA, Inc.
Suite 500-N
4000 Hollywood Blvd.
Hollywood, FL 33021
Facsimile: (954) 364-4037
Attention: Patricia M. Petersen, Esq.
C-1
Borrowing Base Certificate
Period