AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.
7.8 JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE PLEDGOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE PLEDGOR IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE 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. THE PLEDGOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.
7.9 WAIVER OF JURY TRIAL. THE PLEDGOR, AND BY ACCEPTANCE OF THIS AGREEMENT, THE
ADMINISTRATIVE AGENT, 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 CREDIT AGREEMENT AGAINST ANY
OTHER PARTY OR ANY PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PLEDGOR, AND BY ACCEPTANCE OF THIS
AGREEMENT, THE ADMINISTRATIVE AGENT, AGREES THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PLEDGOR, AND BY ACCEPTANCE OF THIS AGREEMENT, THE ADMINISTRATIVE
AGENT, 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.
[Signature Pages Follow]
1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PLEDGOR: TECHNICAL OLYMPIC USA, INC.
By: /s/ Randy Kotler
Name: Randy Kotler
Title: SVP & Chief Accounting Officer
[Signature Page to Pledge Agreement]ADMINISTRATIVE AGENT: CITICORP NORTH
AMERICA, INC., as Administrative Agent By:
/s/ Tucker Borden
Name: Tucker
Borden
Title: Vice
President
2
[Signature Page to Pledge Agreement]SCHEDULE 1 TO PLEDGE AND SECURITY AGREEMENT
Pledged Entities
Pledged Entities
TOI, LLC
TOUSA, LLC
TOUSA Associates Services Company
TOUSA Homes, Inc.
TOUSA Realty, Inc.
TOUSA Investment #2, Inc.
TOUSA Homes Arizona, LLC
TOUSA Homes Colorado, LLC
TOUSA Homes Nevada, LLC
TOUSA Mid-Atlantic Holding, LLC
TOUSA Homes Mid-Atlantic, LLC
TOUSA/West Holdings, Inc.
3
SCHEDULE 2 TO PLEDGE AND SECURITY AGREEMENT
Jurisdiction of Formation; Type of Entity
PLEDGOR:
Jurisdiction of
Name:
Formation:
Type of Entity:
Mailing Address:
4000 Hollywood Blvd.
Technical Olympic
Suite 500-N
USA, Inc.
Delaware
Corporation
Hollywood, FL 33021
PLEDGED ENTITIES:
Jurisdiction of
Certificated