S-4/A

As filed with the Securities and Exchange Commission on February 24, 2012.

Registration No. 333-179380

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Toll Brothers Finance Corp.

Toll Brothers, Inc.*

(Exact name of registrants as specified in their charters)

DELAWARE	1531	23-3097271
DELAWARE	1531	23-2416878
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

250 Gibraltar Road

Horsham, PA 19044

(215) 938-8000

John K. McDonald

General Counsel

Toll Brothers, Inc.

250 Gibraltar Road

Horsham, PA 19044

(215) 938-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joseph H. Kaufman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

Approximate date of commencement of proposed sale of the securities to the public: The offering of the securities will commence promptly following the filing of this Registration Statement. No tendered securities will be accepted for exchange until after this Registration Statement has been declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Aggregate principal amount to be registered	Amount of registration fee
5.875% Senior Notes due 2022	$300,000,000	$34,380(1)
Guarantees of 5.875% Senior Notes due 2022	$300,000,000	(2)

(1) Previously paid

(2) In accordance with Rule 457(n), no separate fee for the registration of the guarantees is required.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

* The co-registrants listed on the next page are also included in this Form S-4 Registration Statement as additional registrants.

The following direct and indirect subsidiaries of Toll Brothers, Inc. are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is 250 Gibraltar Road, Horsham, Pennsylvania 19044, 215 938-8000.

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
110-112 Third Ave. Realty Corp.	New York	13-1940046
Amwell Chase, Inc.	Delaware	23-2551304
ESE Consultants, Inc.	Delaware	23-2432981
Fairway Valley, Inc.	Delaware	23-2432976
First Brandywine Finance Corp.	Delaware	23-2737486
First Brandywine Investment Corp. II	Delaware	23-2731790
First Brandywine Investment Corp. IV	Delaware	61-1443340
First Huntingdon Finance Corp.	Delaware	23-2485787
Franklin Farms G.P., Inc.	Delaware	23-2486303
HQZ Acquisitions, Inc.	Michigan	38-3149633
MA Limited Land Corporation	Delaware	23-2523560
SH Homes Corporation	Michigan	38-3392296
SI Investment Corporation	Michigan	38-3298884
TB Proprietary Corp.	Delaware	23-2485790
Tenby Hunt, Inc.	Delaware	23-2682947
The Silverman Building Companies, Inc.	Michigan	38-3075345
Toll Architecture I, P.A.	Delaware	20-4889260
Toll Architecture, Inc.	Delaware	20-3532291
Toll AZ GP Corp.	Delaware	23-2815680
Toll Bros. of Arizona, Inc.	Arizona	23-2906398
Toll Bros. of North Carolina, Inc.	North Carolina	23-2777389
Toll Bros. of North Carolina II, Inc.	North Carolina	23-2990315
Toll Bros. of North Carolina III, Inc.	North Carolina	23-2993276
Toll Bros., Inc.	Delaware	23-2600117
Toll Bros., Inc.	Pennsylvania	23-2417123
Toll Bros., Inc.	Texas	23-2896374
Toll Brothers AZ Construction Company	Arizona	23-2832024
Toll Brothers Canada USA, Inc.	Delaware	20-4250532
Toll Brothers Real Estate, Inc.	Pennsylvania	23-2417116
Toll Buckeye Corp.	Delaware	56-2489916
Toll CA GP Corp.	California	23-2748091
Toll Centennial Corp.	Delaware	56-2489913
Toll CO GP Corp.	Colorado	23-2978190
Toll Corp.	Delaware	23-2485860
Toll Development Company, Inc.	Michigan	38-3180742
Toll Diamond Corp.	Delaware	57-1195241
Toll FL GP Corp.	Florida	23-2796288
Toll GA GP Corp.	Georgia	20-5853882
Toll Golden Corp.	Delaware	56-2489904
Toll Granite Corp.	Delaware	57-1195215
Toll Holdings, Inc.	Delaware	23-2569047
Toll IL GP Corp.	Illinois	23-2967049
Toll Land Corp. No. 6	Pennsylvania	23-2417134
Toll Land Corp. No. 10	Delaware	23-2551776

I-2

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Toll Land Corp. No. 20	Delaware	23-2551793
Toll Land Corp. No. 43	Delaware	23-2737488
Toll Land Corp. No. 50	Delaware	23-2860513
Toll Manhattan I, Inc.	New York	20-2255686
Toll MD Builder Corp.	Maryland	20-0355148
Toll MI GP Corp.	Michigan	23-2917543
Toll Mid-Atlantic LP Company, Inc.	Delaware	57-1195257
Toll Mid-Atlantic Note Company, Inc.	Delaware	57-1195252
Toll Midwest LP Company, Inc.	Delaware	56-2489924
Toll Midwest Note Company, Inc.	Delaware	56-2489923
Toll MN GP Corp.	Minnesota	20-0099962
Toll NC GP Corp.	North Carolina	23-2760759
Toll NH GP Corp.	New Hampshire	23-3048998
Toll NJX-I Corp.	Delaware	51-0413821
Toll Northeast LP Company, Inc.	Delaware	57-1195250
Toll Northeast Note Company, Inc.	Delaware	57-1195240
Toll Northeast Services, Inc.	Delaware	20-3714378
Toll NV GP Corp.	Nevada	23-2928710
Toll OH GP Corp.	Ohio	23-2878722
Toll PA Builder Corp.	Pennsylvania	87-0693313
Toll PA GP Corp.	Pennsylvania	23-2687561
Toll PA II GP Corp.	Pennsylvania	03-0395069
Toll PA III GP Corp.	Pennsylvania	20-1934096
Toll Palmetto Corp.	Delaware	57-1195245
Toll Peppertree, Inc.	New York	23-2709097
Toll Philmont Corporation	Delaware	23-2526635
Toll Realty Holdings Corp. I	Delaware	23-2954512
Toll Realty Holdings Corp. II	Delaware	23-2954511
Toll RI GP Corp.	Rhode Island	23-3020194
Toll SC GP Corp.	South Carolina	23-3094328
Toll Southeast LP Company, Inc.	Delaware	57-1195213
Toll Southeast Note Company, Inc.	Delaware	57-1195261
Toll Southwest LP Company, Inc.	Delaware	56-2489922
Toll Southwest Note Company, Inc.	Delaware	56-2489921
Toll TN GP Corp.	Tennessee	23-2886926
Toll TX GP Corp.	Delaware	23-2796291
Toll VA GP Corp.	Delaware	23-2551790
Toll VA Member Two, Inc.	Delaware	51-0385726
Toll WA GP Corp	Washington	45-3717010
Toll WestCoast LP Company, Inc.	Delaware	56-2489917
Toll WestCoast Note Company, Inc.	Delaware	59-3790049
Toll WV GP Corp.	West Virginia	20-3337780
Toll YL, Inc.	California	23-2898272
Warren Chase, Inc.	Delaware	23-2518740
51 N. 8th Street L.P.	New York	23-2796304
Audubon Ridge, L.P.	Pennsylvania	23-2668976
Belmont Land, L.P.	Virginia	23-2810333
Binks Estates Limited Partnership	Florida	23-2796300
Blue Bell Country Club, L.P.	Pennsylvania	23-2668975

I-3

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Broad Run Associates, L.P.	Pennsylvania	23-2979479
Buckingham Woods, L.P.	Pennsylvania	23-2689274
CC Estates Limited Partnership	Massachusetts	23-2748927
Cold Spring Hunt, L.P.	Pennsylvania	23-2702468
Dominion Country Club, L.P.	Virginia	23-2984309
Eagle Farm Limited Partnership	Massachusetts	23-2760777
Estates at Princeton Junction, L.P.	New Jersey	23-2760779
Estates at Rivers Edge, L.P.	New Jersey	23-2748080
Fairfax Investment, L.P.	Virginia	23-2982190
Fairfax Station Hunt, L.P.	Virginia	23-2680894
Farmwell Hunt, L.P.	Virginia	23-2822996
First Brandywine Partners, L.P.	Delaware	51-0385730
Great Falls Hunt, L.P.	Virginia	23-2719371
Greens at Waynesborough, L.P.	Pennsylvania	23-2740013
Greenwich Chase, L.P.	New Jersey	23-2709793
Hoboken Land LP	New Jersey	20-1466751
Hockessin Chase, L.P.	Delaware	23-2944970
Huckins Farm Limited Partnership	Massachusetts	23-2740411
Kensington Woods Limited Partnership	Massachusetts	23-2701194
Laurel Creek, L.P.	New Jersey	23-2796297
Loudoun Valley Associates, L.P.	Virginia	23-3025878
NC Country Club Estates Limited Partnership	North Carolina	23-2917299
Rose Hollow Crossing Associates	Pennsylvania	23-2253629
Silverman-Toll Limited Partnership	Michigan	23-2986323
Somers Chase, L.P.	New York	23-2855511
Sorrento at Dublin Ranch I LP	California	20-3337641
Sorrento at Dublin Ranch III LP	California	20-3337665
South Riding, L.P.	Virginia	23-2994369
South Riding Amberlea LP	Virginia	20-0383954
South Riding Partners Amberlea LP	Virginia	20-0384024
South Riding Partners, L.P.	Virginia	23-2861890
Southport Landing Limited Partnership	Connecticut	23-2784609
Springton Pointe, L.P.	Pennsylvania	23-2810340
Stone Mill Estates, L.P.	Pennsylvania	23-3013974
Swedesford Chase, L.P.	Pennsylvania	23-2939504
TBI/Naples Limited Partnership	Florida	23-2883354
TBI/Palm Beach Limited Partnership	Florida	23-2891601
The Bird Estate Limited Partnership	Massachusetts	23-2883360
The Estates at Brooke Manor Limited Partnership	Maryland	23-2740412
The Estates at Summit Chase, L.P.	California	23-2748089
Toll at Brier Creek Limited Partnership	North Carolina	23-2954264
Toll at Honey Creek Limited Partnership	Michigan	20-3675855
Toll at Westlake, L.P.	New Jersey	23-2963549
Toll at Whippoorwill, L.P.	New York	23-2888554
Toll Brooklyn L.P.	New York	20-1941153
Toll Bros. of Tennessee, L.P.	Tennessee	51-0386723
Toll Brothers AZ Limited Partnership	Arizona	23-2815685
Toll CA, L.P.	California	23-2963547
Toll CA II, L.P.	California	23-2838417

I-4

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Toll CA III, L.P.	California	23-3031827
Toll CA IV, L.P.	California	23-3029688
Toll CA V, L.P.	California	23-3091624
Toll CA VI, L.P.	California	23-3091657
Toll CA VII, L.P.	California	20-1972440
Toll CA VIII, L.P.	California	20-2328888
Toll CA IX, L.P.	California	20-3454571
Toll CA X, L.P.	California	20-3454613
Toll CA XI, L.P.	California	20-3532036
Toll CA XII, L.P.	California	20-3733386
Toll CA XIX, L.P.	California	20-5853968
Toll CO, L.P.	Colorado	23-2978294
Toll CT Limited Partnership	Connecticut	23-2963551
Toll CT II Limited Partnership	Connecticut	23-3041974
Toll CT III Limited Partnership	Connecticut	27-3790650
Toll DE LP	Delaware	20-0660934
Toll DE II LP	Delaware	26-1358236
Toll East Naples Limited Partnership	Florida	23-2929049
Toll Estero Limited Partnership	Florida	72-1539292
Toll FL Limited Partnership	Florida	23-3007073
Toll FL II Limited Partnership	Florida	73-1657686
Toll FL III Limited Partnership	Florida	20-0135814
Toll FL IV Limited Partnership	Florida	20-1158717
Toll FL V Limited Partnership	Florida	20-2862720
Toll FL VI Limited Partnership	Florida	20-3161585
Toll FL VII Limited Partnership	Florida	20-3482591
Toll FL VIII Limited Partnership	Florida	20-4232188
Toll FL X Limited Partnership	Florida	27-1476302
Toll Ft. Myers Limited Partnership	Florida	82-0559443
Toll GA LP	Georgia	20-5854013
Toll Grove LP	New Jersey	20-0215496
Toll Hudson LP	New Jersey	20-0465460
Toll IL HWCC, L.P.	Illinois	75-2985312
Toll IL, L.P.	Illinois	23-2963552
Toll IL II, L.P.	Illinois	23-3041962
Toll IL III, L.P.	Illinois	03-0382404
Toll IL IV, L.P.	Illinois	20-3733446
Toll IL WSB, L.P.	Illinois	20-1000885
Toll Jacksonville Limited Partnership	Florida	20-0204373
Toll Land Limited Partnership	Connecticut	23-2709099
Toll Land IV Limited Partnership	New Jersey	23-2737490
Toll Land V Limited Partnership	New York	23-2796637
Toll Land VI Limited Partnership	New York	23-2796640
Toll Land VII Limited Partnership	New York	23-2775308
Toll Land IX Limited Partnership	Virginia	23-2939502
Toll Land X Limited Partnership	Virginia	23-2774670
Toll Land XI Limited Partnership	New Jersey	23-2796302
Toll Land XV Limited Partnership	Virginia	23-2810342
Toll Land XVI Limited Partnership	New Jersey	23-2810344

I-5

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Toll Land XVIII Limited Partnership	Connecticut	23-2833240
Toll Land XIX Limited Partnership	California	23-2833171
Toll Land XX Limited Partnership	California	23-2838991
Toll Land XXI Limited Partnership	Virginia	23-2865738
Toll Land XXII Limited Partnership	California	23-2879949
Toll Land XXIII Limited Partnership	California	23-2879946
Toll Land XIV Limited Partnership	New York	23-2796295
Toll Land XXV Limited Partnership	New Jersey	23-2867694
Toll Land XXVI Limited Partnership	Ohio	23-2880687
Toll Livingston at Naples Limited Partnership	Florida	71-0902794
Toll MA Land Limited Partnership	Massachusetts	20-4889176
Toll MD Builder I, L.P.	Maryland	20-0355209
Toll MD Limited Partnership	Maryland	23-2963546
Toll MD II Limited Partnership	Maryland	23-2978195
Toll MD III Limited Partnership	Maryland	23-3044366
Toll MD IV Limited Partnership	Maryland	71-0890813
Toll MD V Limited Partnership	Maryland	81-0610742
Toll MD VI Limited Partnership	Maryland	20-1756721
Toll MD VII Limited Partnership	Maryland	20-2101938
Toll MD VIII Limited Partnership	Maryland	20-3675884
Toll MD IX Limited Partnership	Maryland	20-3733408
Toll MD X Limited Partnership	Maryland	20-5469282
Toll MD XI Limited Partnership	Maryland	20-8406566
Toll MI Limited Partnership	Michigan	23-2999200
Toll MI II Limited Partnership	Michigan	23-3015611
Toll MI III Limited Partnership	Michigan	23-3097778
Toll MI IV Limited Partnership	Michigan	20-1501161
Toll MI V Limited Partnership	Michigan	20-2489523
Toll MN, L.P.	Minnesota	20-0099987
Toll MN II, L.P.	Minnesota	20-4804528
Toll Naval Associates	Pennsylvania	23-2454576
Toll NC, L.P.	North Carolina	20-2087335
Toll NC II LP	North Carolina	20-5208447
Toll NC III LP	North Carolina	27-1931828
Toll NH Limited Partnership	New Hampshire	23-3048999
Toll NJ Builder I, L.P.	New Jersey	41-2089798
Toll NJ, L.P.	New Jersey	23-2963550
Toll NJ II, L.P.	New Jersey	23-2991953
Toll NJ III, L.P.	New Jersey	23-2993263
Toll NJ IV, L.P.	New Jersey	23-3038827
Toll NJ V, L.P.	New Jersey	23-3091620
Toll NJ VI, L.P.	New Jersey	23-3098583
Toll NJ VII, L.P.	New Jersey	20-2635402
Toll NJ VIII, L.P.	New Jersey	20-3337736
Toll NJ XI, L.P.	New Jersey	20-5088496
Toll Northville Limited Partnership	Michigan	23-2918130
Toll NV Limited Partnership	Nevada	23-3010602
Toll NY LP	New York	20-3887115
Toll NY II L.P.	New York	26-1813165

I-6

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Toll NY III L.P.	New York	26-3893230
Toll NY IV L.P.	New York	27-1500651
Toll Orlando Limited Partnership	Florida	20-2862679
Toll PA, L.P.	Pennsylvania	23-2879956
Toll PA II, L.P.	Pennsylvania	23-3063349
Toll PA III, L.P.	Pennsylvania	23-3097666
Toll PA IV, L.P.	Pennsylvania	23-3097672
Toll PA V, L.P.	Pennsylvania	03-0395087
Toll PA VI, L.P.	Pennsylvania	47-0858909
Toll PA VIII, L.P.	Pennsylvania	20-0969010
Toll PA IX, L.P.	Pennsylvania	20-0969053
Toll PA X, L.P.	Pennsylvania	20-2172994
Toll PA XI, L.P.	Pennsylvania	20-3733420
Toll PA XII, L.P.	Pennsylvania	20-1934037
Toll PA XIII, L.P.	Pennsylvania	20-4889135
Toll PA XIV, L.P.	Pennsylvania	26-1603357
Toll PA XV, L.P.	Pennsylvania	26-1415588
Toll Realty Holdings LP	Delaware	23-2954509
Toll RI, L.P.	Rhode Island	23-3020191
Toll RI II, L.P.	Rhode Island	27-0043852
Toll SC, L.P.	South Carolina	23-3094632
Toll SC II, L.P.	South Carolina	82-0574725
Toll SC III, L.P.	South Carolina	20-4249465
Toll SC IV, L.P.	South Carolina	26-2314893
Toll Stonebrae LP	California	20-3192668
Toll VA, L.P.	Virginia	23-2952674
Toll VA II, L.P.	Virginia	23-3001131
Toll VA III, L.P.	Virginia	23-3001132
Toll VA IV, L.P.	Virginia	75-2972033
Toll VA V, L.P.	Virginia	47-0887401
Toll VA VI, L.P.	Virginia	20-1972394
Toll VA VII, L.P.	Virginia	20-3675918
Toll WA LP	Washington	35-2425736
Toll WV LP	West Virginia	20-4249451
Toll YL, L.P.	California	23-3016250
Toll YL II, L.P.	California	80-0014182
Toll-Dublin, L.P.	California	23-3070669
Village Partners, L.P.	Pennsylvania	81-0594073
West Amwell Limited Partnership	New Jersey	23-2570825
Wilson Concord, L.P.	Tennessee	23-2887824
110-112 Third Ave. GC II LLC	New York	13-1940046**
110-112 Third Ave. GC LLC	New York	13-1940046**
1450 Washington LLC	New Jersey	20-1466751**
1500 Garden St. LLC	New Jersey	20-1466751**
2301 Fallston Road LLC	Maryland	23-2963546**
5-01 — 5-17 48th Avenue GC II LLC	New York	23-2796295**
5-01 — 5-17 48th Avenue GC LLC	New York	23-2796295**
5-01 — 5-17 48th Avenue II LLC	New York	23-2796295**
5-01 — 5-17 48th Avenue LLC	New York	23-2796295**

I-7

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
51 N. 8th Street GC LLC	New York	23-2796304**
51 N. 8th Street GC II LLC	New York	23-2796304**
51 N. 8th Street I LLC	New York	23-2709097**
700 Grove Street Urban Renewal, LLC	New Jersey	20-0215496**
Arbor Hills Development LLC	Michigan	20-1501161**
Arthur’s Woods, LLC	Maryland	23-2963546**
Belmont Country Club I LLC	Virginia	23-2810333**
Belmont Country Club II LLC	Virginia	23-2810333**
Block 255 LLC	New Jersey	20-1466751**
Brier Creek Country Club I LLC	North Carolina	23-2954264**
Brier Creek Country Club II LLC	North Carolina	23-2954264**
C.B.A.Z. Construction Company LLC	Arizona	51-0385729**
C.B.A.Z. Holding Company LLC	Delaware	51-0385729
Component Systems I LLC	Delaware	23-2417123**
Component Systems II LLC	Delaware	23-2417123**
CWG Construction Company LLC	New Jersey	20-1104737
Dominion Valley Country Club I LLC	Virginia	23-2984309**
Dominion Valley Country Club II LLC	Virginia	23-2984309**
First Brandywine LLC I	Delaware	23-2731790**
First Brandywine LLC II	Delaware	23-2731790**
First Brandywine LLC III	Delaware	61-1443340**
First Brandywine LLC IV	Delaware	61-1443340**
Frenchman’s Reserve Realty, LLC	Florida	23-2417123**
Golf I Country Club Estates at Moorpark LLC	California	23-2963547**
Golf II Country Club Estates at Moorpark LLC	California	23-2963547**
Hatboro Road Associates LLC	Pennsylvania	23-3097666**
Hawthorn Woods Country Club II LLC	Illinois	75-2985312**
Hoboken Cove LLC	New Jersey	20-1466751**
Hoboken Land I LLC	Delaware	20-1466751**
Jacksonville TBI Realty LLC	Florida	23-2417123**
Lighthouse Point Land Company, LLC	Florida	20-0135814
Long Meadows TBI, LLC	Maryland	23-3044366**
Longmeadow Properties LLC	Maryland	23-3044366**
Martinsburg Ventures, L.L.C.	Virginia	23-2865738**
Mizner Realty, L.L.C.	Florida	23-2417123**
Naples TBI Realty, LLC	Florida	23-2417123**
Orlando TBI Realty LLC	Florida	23-2417123**
Paramount Village LLC	California	23-2748091**
Phillips Drive LLC	Maryland	23-3044366**
Prince William Land I LLC	Virginia	23-2774670**
Prince William Land II LLC	Virginia	23-2774670**
PT Maxwell Holdings, LLC	New Jersey	20-3153303
PT Maxwell, L.L.C.	New Jersey	20-3153303**
Regency at Denville LLC	New Jersey	23-2810344**
Regency at Dominion Valley LLC	Virginia	23-2984309**
Regency at Long Valley I LLC	New Jersey	23-3038827**
Regency at Long Valley II LLC	New Jersey	23-3038827**
Regency at Mansfield I LLC	New Jersey	23-3038827**
Regency at Mansfield II LLC	New Jersey	23-3038827**

I-8

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Regency at Washington I LLC	New Jersey	23-3098583**
Regency at Washington II LLC	New Jersey	23-3098583**
South Riding Realty LLC	Virginia	23-2861890**
SR Amberlea LLC	Virginia	20-0383954**
SRLP II LLC	Virginia	23-2994639**
Tampa TBI Realty LLC	Florida	23-2417123**
TB Kent Partners LLC	Delaware	20-3887115**
The Regency Golf Club I LLC	Virginia	23-2984309**
The Regency Golf Club II LLC	Virginia	23-2984309**
The Ridges at Belmont Country Club I LLC	Virginia	23-2810333**
The Ridges at Belmont Country Club II LLC	Virginia	23-2810333**
Toll Austin TX LLC	Texas	26-0389752
Toll CA I LLC	California	23-2838417**
Toll CA Note II LLC	California	23-2838417**
Toll Cedar Hunt LLC	Virginia	23-2994369**
Toll CO I LLC	Colorado	23-2978294**
Toll Corners LLC	Delaware	23-2709099**
Toll Dallas TX LLC	Texas	26-0389704
Toll DE X II, LLC	Delaware	20-1220599
Toll EB, LLC	Delaware	23-2810344**
Toll Equipment, L.L.C.	Delaware	23-2417123**
Toll FL I, LLC	Florida	23-3007073**
Toll FL IV LLC	Florida	20-2862720**
Toll Glastonbury LLC	Connecticut	23-3041974**
Toll Henderson LLC	Nevada	56-2489922**
Toll Hoboken LLC	Delaware	20-0465460**
Toll Houston TX LLC	Texas	27-0876926
Toll IN LLC	Indiana	23-2417123**
Toll Jupiter LLC	Florida	20-3368529**
Toll Lexington LLC	New York	27-3767977
Toll MA I LLC	Massachusetts	23-2748927**
Toll MA II LLC	Massachusetts	23-2748927**
Toll MD I, L.L.C.	Maryland	23-2737488**
Toll MD II LLC	Maryland	23-2740412**
Toll MD III LLC	Maryland	20-2101938**
Toll MD IV LLC	Maryland	20-2101938**
Toll Midwest LLC	Delaware	57-1195250**
Toll Morgan Street LLC	Delaware	20-5088496**
Toll NC I LLC	North Carolina	23-2917299**
Toll NC IV LLC	North Carolina	20-5208447**
Toll NC Note LLC	North Carolina	23-2917299**
Toll NC Note II LLC	North Carolina	23-2917299**
Toll NJ I, L.L.C.	New Jersey	23-3091620**
Toll NJ II, L.L.C.	New Jersey	23-3091620**
Toll NJ III, LLC	New Jersey	23-2417123**
Toll North LV LLC	Nevada	56-2489922**
Toll North Reno LLC	Nevada	56-2489922**
Toll NV Holdings LLC	Nevada	56-2489922**
Toll Realty L.L.C.	Florida	23-2417123**

I-9

Exact Name of Registrant As Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification  Number
Toll San Antonio TX LLC	Texas	20-4888966**
Toll South LV LLC	Nevada	56-2489922**
Toll South Reno LLC	Nevada	56-2489922**
Toll Southwest LLC	Delaware	23-2417123**
Toll Stratford LLC	Virginia	20-3116806
Toll TX Note LLC	Texas	26-0389704**
Toll VA L.L.C.	Delaware	51-0385728
Toll VA III L.L.C.	Virginia	23-2417123**
Toll Van Wyck, LLC	New York	23-2796637**
Toll Vanderbilt I LLC	Rhode Island	23-3020194**
Toll Vanderbilt II LLC	Rhode Island	51-1195217**
Toll-Dublin, LLC	California	23-3070669**
Toll West Coast LLC	Delaware	23-2417123**
Vanderbilt Capital LLC	Rhode Island	56-2421664
Virginia Construction Co. I, LLC	Virginia	23-2417123**
Virginia Construction Co. II, LLC	Virginia	23-2417123**

** Uses Employer Identification Number used by its sole member.

I-10

The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer is not permitted.

SUBJECT TO CHANGE, DATED FEBRUARY 24, 2012

Offers To Exchange

Toll Brothers Finance Corp.

5.875% Senior Notes due 2022

and

Guarantees of 5.875% Senior Notes due 2022 by Toll Brothers, Inc. and Certain of its Subsidiaries

for

Any and All Outstanding Toll Brothers Finance Corp. 6.875% Senior Notes Due 2012

and 5.95% Senior Notes due 2013

The Exchange Offer

Toll Brothers Finance Corp. (the “Issuer”) hereby offers, upon the terms and subject to the conditions described in this prospectus and the related letter of transmittal, to exchange its 5.875% Senior Notes due 2022 (the “new notes”) for any and all of the outstanding 6.875% Senior Notes due 2012 (the “2012 notes”) and 5.95% Senior Notes due 2013 (the “2013 notes” and, together with the 2012 notes, the “old notes”) issued by the Issuer. The offer to exchange new notes for the 2012 notes and the offer to exchange new notes for 2013 notes are separate exchange offers and the completion of each exchange offer is not a condition to the completion of the other. We refer to these offers to exchange new notes for the old notes collectively as the “exchange offer.” As of February 1, 2012, the aggregate principal amount of 2012 notes outstanding was $139.8 million and the aggregate principal amount of 2013 notes outstanding was $141.6 million.

The exchange offer will expire at 12:00 midnight, New York City time, on March 2, 2012 (the “Expiration Date”), unless the exchange offer is extended or earlier terminated by the Issuer. To be eligible to receive the Early Exchange Premium (as defined below), holders must validly tender their old notes on or prior to 12:00 midnight, New York City time, on March 2, 2012, unless extended by us (such date and time, as they may be extended, the “Early Participation Date”). You may withdraw your tendered old notes at any time on or prior to the Expiration Date.

We want to encourage holders of old notes to tender early. Accordingly, for each $1,000 principal amount of old notes validly tendered on or before the Early Participation Date and not validly withdrawn, holders of old notes will be eligible to receive the total exchange consideration set out in the table below (the “Total Exchange Consideration”), which includes the early exchange premium set out in the table below (the “Early Exchange Premium”). For each $1,000 principal amount of old notes validly tendered after the Early Participation Date but prior to the Expiration Date, holders of old notes will be eligible to receive only the exchange consideration set out in the table below (the “Exchange Consideration”). The Total Exchange Consideration will equal $1,000 times the exchange price of the old notes divided by the Reopening Price (as defined below) of the new notes. The exchange price of the 2012 notes (the “2012 Exchange Price”) is $1,041.25. The exchange price of the 2013 notes (the “2013 Exchange Price” and, together with the 2012 Exchange Price, the “Exchange Price”) is $1,062.50. The “Reopening Price” of the new notes is $1,027.50. As such, the Total Exchange Consideration for the 2012 Notes is $1,013.38 and the Exchange Consideration for the 2012 Notes is $993.38. The Total Exchange Consideration for the 2013 Notes is $1,014.06 and the Exchange Consideration for the 2013 Notes is $1,034.06. The following table sets forth the Exchange Price, Exchange Consideration, Early Exchange Premium and Total Exchange Consideration for old notes for which the new notes are being offered:

Title of Series/ CUSIP Number	Maturity Date	Aggregate Principal Amount Outstanding	Exchange Price	Exchange Consideration(1)	Early Exchange Premium(1)	Total Exchange Consideration(1)(2)(3 )
6.875% Senior Notes due 2012/88947EAA8	11/15/2012	$139.8 million	$1,041.25	$993.38 principal amount of new notes	$20 principal amount of new notes	$1,013.38 principal amount of new notes
5.95% Senior Notes due 2013/88947EAC4	09/15/2013	$141.6 million	$1,062.50	$1,014.06 principal amount of new notes	$20 principal amount of new notes	$1,034.06 principal amount of new notes

(1) Per $1,000 principal amount of old notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Exchange Consideration, as applicable.

(2) Includes Early Exchange Premium.

(3) The Total Exchange Consideration will equal $1,000 times the Exchange Price of the old notes divided by a Reopening Price of $1,027.50.

In addition, holders whose old notes are accepted for exchange will receive a cash payment representing accrued and unpaid interest on such old notes to, but not including, the Settlement Date (as defined below), less the amount of accrued and unpaid interest on the new notes issued to such holders on the Settlement Date.

Consummation of the exchange offer is subject to the conditions described in “The Exchange Offer—Conditions of the Exchange Offer.”

We will issue up to $141.6 million and $146.5 million in aggregate principal amount of new notes in exchange for 2012 notes and 2013 notes, respectively. Assuming the Settlement Date is March 5, 2012, we will pay up to $2.9 million and $4.0 million in accrued and unpaid interest on the tendered 2012 notes and 2013 notes, respectively.

The New Notes

The new notes will comprise part of the same series as, and are expected to be fungible for U.S. federal income tax purposes with, the $300,000,000 aggregate principal amount of notes that the Issuer sold for cash under its Registration Statement on Form S-3 (File No. 333-178130) filed with the Securities and Exchange Commission on November 23, 2011, as supplemented by the Prospectus Supplement dated January 31, 2012 (the “Shelf Offering”). The new notes will be senior, unsecured obligations of the Issuer, will mature on February 15, 2022 and will bear interest at a rate of 5.875% per annum, payable semiannually. Payments of principal, premium, if any, and interest on the new notes will be guaranteed by Toll Brothers, Inc. (the “Company”) and all of its subsidiaries that are guarantors under our revolving credit facility. The guarantees will be joint and several, full and unconditional and the guarantees of the subsidiary guarantors will be subject to the subsidiary guarantors’ customary release provisions. See “Description of the New Notes.”

See “Risk Factors” beginning on page 11 for a discussion of factors you should consider in evaluating this exchange offer.

None of the Issuer, the Company, the Exchange Agent, the Information Agent and the Dealer Managers or any other person is making any recommendation as to whether you should choose to tender your old notes in the exchange offer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Dealer Managers:
Citigroup	Deutsche Bank Securities	RBS

Prospectus dated                     , 2012.

(Cover page continued)

Consummation of the exchange offer is conditioned upon the satisfaction or waiver (where permitted) of the conditions described under “The Exchange Offer—Conditions of the Exchange Offer,” including the conditions that (i) the Shelf Offering, which closed as scheduled on February 7, 2012, has been completed and $300 million aggregate principal amount of notes has been issued pursuant thereto, (ii) the new notes issuable in the exchange offer are fungible for U.S. federal income tax purposes with the new notes issued in the Shelf Offering and (iii) the registration statement of which this prospectus forms a part is declared effective and no stop order suspending its effectiveness or any proceeding for that purpose is outstanding (and neither condition (i) nor (ii) nor (iii) may be waived by us). Condition (i) was satisfied on February 7, 2012. The exchange offer is not conditioned upon the valid tender of any minimum principal amount of old notes or the issuance of any minimum principal amount of new notes pursuant to the exchange offer.

In order for the new notes issued in the exchange offer to be fungible for U.S. federal income tax purposes with the notes issued in the Shelf Offering, the new notes issued in the exchange offer will be issued with accrued interest from February 7, 2012, the closing date for the Shelf Offering. An amount equal to the accrued interest on the new notes at the time of their issuance on the Settlement Date will be subtracted from the payment to be made on the Settlement Date in respect of the accrued and unpaid interest on the old notes accepted for exchange.

TABLE OF CONTENTS

	Page
Where You Can Find More Information		ii
Incorporation of Certain Information By Reference		ii
Forward-Looking Statements		iii
Summary		1
Risk Factors		11
Use of Proceeds		15
Ratio of Earnings to Fixed Charges		15
Capitalization		16
The Exchange Offer		17
Description of the New Notes		26
U.S. Federal Income Tax Considerations		42
Legal Matters		48
Experts		48

We are only responsible for the information incorporated by reference or provided in this prospectus and the accompanying prospectus supplement or included elsewhere in the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with different information. We are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make the offer or solicitation. You should not assume that the information in this prospectus or the accompanying prospectus supplement is accurate as of any date other than the date on the front of the document.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-4 that we have filed with the SEC under the Securities Act of 1933 (the “Securities Act”). This prospectus does not contain all of the information set forth in the registration statement. For further information about us, you should refer to the registration statement. The information included or incorporated by reference in this prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the information included or incorporated by reference in this prospectus may not contain all of the information that you may find important, you should review the full text of the documents to which we refer you. We have filed these documents as exhibits to our registration statement.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with those requirements, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You can read and copy any document we file with the SEC at the SEC’s public reference room at the following location:

100 F Street, N.E.

Washington, D.C. 20549

You may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s Internet website at http://www.sec.gov. We also make available free of charge on our website, at http://www.tollbrothers.com, all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. In addition, our common stock is listed on the New York Stock Exchange (“NYSE”) and similar information concerning us can be inspected and copied at the NYSE, 11 Wall Street, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we are permitted to disclose important information to you by referring you to other documents we have filed with the SEC. We incorporate by reference in two ways. First, we list certain documents that we have filed with the SEC. The information in these documents is considered part of this prospectus. Second, we expect to file additional documents with the SEC in the future that will, when filed, update the current information included in or incorporated by reference in this prospectus. You should consider any statement contained in this prospectus or in a document which is incorporated by reference into this prospectus to be modified or superseded to the extent that the statement is modified or superseded by another statement contained in a later dated document that constitutes a part of this prospectus or is incorporated by reference into this prospectus. You should consider any statement which is so modified or superseded to be a part of this prospectus only as so modified or superseded.

We incorporate by reference in this prospectus all the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (excluding, in each case, any portion of such documents that may have been “furnished” but not “filed” for purposes of the Exchange Act):

• Annual Report on Form 10-K of Toll Brothers, Inc. filed with the SEC for the fiscal year ended October 31, 2011; and

• Current Reports on Form 8-K Toll Brothers, Inc. filed with the SEC on February 6, 2012 and February 7, 2012 (two filings).

ii

We will deliver, without charge, to anyone receiving this prospectus, upon written or oral request, a copy of any document incorporated by reference in this prospectus but not delivered with this prospectus, but the exhibits to those documents will not be delivered unless they have been specifically incorporated by reference. Requests for these documents should be made to: Director of Investor Relations, Toll Brothers, Inc., 250 Gibraltar Road, Horsham PA 19044 (215) 938-8000. We will also make available to the holders of the securities offered by this prospectus annual reports which will include audited financial statements of Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Corp., First Huntingdon Finance Corp. and Toll Brothers Finance Corp.. We do not expect that Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp. will be required to make filings with the Commission under Section 15(d) of the Exchange Act.

To ensure timely delivery, you must request this information no later than five business days before the expiration of the exchange offer.

FORWARD-LOOKING STATEMENTS

This prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus contain or may contain forward-looking statements. You can identify these statements by the fact that they do not relate to matters of strictly historical or factual nature and generally discuss or relate to estimates or other expectations regarding future events. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements may include, but are not limited to, information related to: anticipated operating results; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; inventory write-downs; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; the ability to acquire land and pursue real estate opportunities; the ability to gain approvals and to open new communities; the ability to sell homes and properties; the ability to deliver homes from backlog; the ability to secure materials and subcontractors; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; and legal proceedings and claims.

From time to time, forward-looking statements are also included in our periodic reports on Forms 10-K, 10-Q and 8-K, press releases, in presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in our reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in our reports or public statements made by us, such as government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted.

iii

SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not contain all the information you should consider before deciding whether to participate in the exchange offer. You should read this entire prospectus carefully, including the section titled “Risk Factors,” before making an investment decision. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Toll Brothers,” “we,” “us,” “our” or similar references mean Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Brothers Finance and the other subsidiary guarantors.

Toll Brothers, Inc.

Toll Brothers, Inc., a Delaware corporation formed in May 1986, began doing business through predecessor entities in 1967. We design, build, market and arrange financing for single-family detached and attached homes in luxury residential communities. We are also involved, directly and through joint ventures, in projects where we are building, or converting existing rental apartment buildings into, high-, mid- and low-rise luxury homes. We cater to move-up, empty-nester, active-adult, age-qualified and second-home buyers in the United States. At October 31, 2011, we were operating in 19 states. Our traditional, single-family communities are generally located on land we have either acquired and developed or acquired fully-approved and, in some cases, improved. We also operate through a number of joint ventures.

We operate our own land development, architectural, engineering, mortgage, title, landscaping, security monitoring, lumber distribution, house component assembly, and manufacturing operations. We also develop, own and operate golf courses and country clubs associated with several of our master planned communities. We have investments in a number of joint ventures to develop land for the sole use of the venture participants, including ourselves, and to develop land for sale to the joint venture participants and to unrelated builders. We are a participant in joint ventures with unrelated parties to develop luxury condominium projects, including for-sale residential units and commercial space, and to develop a single master planned community. In addition, we formed Toll Brothers Realty Trust (“Trust”) and Toll Brothers Realty Trust II (“Trust II”) to invest in commercial real estate opportunities. In fiscal 2010, we formed Gibraltar Capital and Asset Management (“Gibraltar”) to invest in distressed real estate opportunities, which may be different than our traditional homebuilding operations.

Our executive offices are located at 250 Gibraltar Road, Horsham, Pennsylvania 19044. Our telephone number is (215) 938-8000 and our website address is www.tollbrothers.com. Information contained on our website does not constitute part of this prospectus supplement or the accompanying prospectus.

Toll Brothers Finance Corp.

Toll Brothers Finance is an indirect, 100% owned subsidiary of Toll Brothers, Inc. Toll Brothers Finance generates no operating revenues and does not have any independent operations other than the financing of other subsidiaries of Toll Brothers, Inc. by lending the proceeds of the offering of the notes and previous offerings of debt securities as well as any offerings of debt securities it may make in the future.

Recent Developments

Ongoing Difficult Industry and Market Conditions

The U.S. housing market continues to struggle from a significant slowdown that began in the fourth quarter of our fiscal year end October 31, 2005 (“fiscal 2005”). The value of our net contracts signed in fiscal 2011 was

1

77.6% lower than the value of our net contracts signed in fiscal 2005. The slowdown, which we believe started with a decline in consumer confidence, an overall softening of demand for new homes and an oversupply of homes available for sale, has been exacerbated by, among other things, a decline in the overall economy, increased unemployment, the large number of homes that are vacant, and homes that have been or will be foreclosed on due to the current economic downturn, fear of job loss, a decline in home prices and the resulting reduction in home equity, the inability of some of our home buyers, or some prospective buyers of their homes, to sell their current homes, the deterioration in the credit markets, and the direct and indirect impact of the turmoil in the mortgage loan market.

The Shelf Offering

On February 7, 2012, the Issuer announced the issuance (the “Shelf Offering”) of $300 million aggregate principal amount of its 5.875% Senior Notes due 2022, which notes are guaranteed on a senior basis by the Company and all of Toll Brothers, Inc.’s subsidiaries that are guarantors under our revolving credit facility. We intend to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment or repurchase of certain outstanding indebtedness.

First Quarter of 2012 Results

On February 22, 2012, we announced our results for our first quarter of 2012 ended January 31, 2012.

We reported a fiscal year 2012 first-quarter net loss of $2.8 million compared to fiscal year 2011’s first-quarter net income of $3.4 million. On a pre-tax basis, we reported a fiscal year 2012 first-quarter loss of $6.4 million, compared to a fiscal year 2011 first-quarter loss of $17.0 million.

Fiscal year 2012’s first-quarter revenues and home building deliveries of $322.0 million and 564 units decreased 4% in dollars and 1% in units, compared to fiscal year 2011’s first-quarter totals of $334.1 million and 570 units.

Fiscal year 2012’s first-quarter net signed contracts of $444.7 million and 652 units rose 45% in dollars and 19% in units, compared to fiscal year 2011’s first-quarter net signed contracts of $307.2 million and 548 units. We ended fiscal year 2012’s first quarter with a backlog of $1.12 billion and 1,784 units, an increase of 35% in dollars and 21% in units, compared to fiscal year 2011’s first-quarter-end backlog of $825.2 million and 1,472 units.

We ended fiscal year 2012’s first quarter with $719.4 million of cash and marketable securities, compared to $1.14 billion at fiscal year 2011’s fourth-quarter end and $1.10 billion at fiscal year 2011’s first-quarter end.

2

The Exchange Offer

We have summarized the terms of this exchange offer in this section. Before you decide whether to tender your Notes in this exchange offer, you should read the detailed description of the exchange offer in the section entitled “The Exchange Offer.”

The Exchange Offer The Issuer is offering, upon the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal, to exchange any and all validly tendered and not validly withdrawn outstanding old notes for new notes. The offer to exchange new notes for the 2012 notes and the offer to exchange new notes for 2013 notes are separate exchange offers and the completion of each exchange offer is not a condition to the completion of the other. We refer to these offers to exchange new notes for the old notes collectively as the “exchange offer.”

As of February 1, 2012, $139.8 million in aggregate principal amount of 2012 notes and $141.6 million in aggregate principal amount of 2013 notes was outstanding. As of the date of this prospectus, all of the old notes are registered in the name of Cede & Co., Inc., which holds the old notes for its participants. See “The Exchange Offer—Terms of the Exchange Offer.”

We will issue up to $141.6 million and $146.5 million in aggregate principal amount of new notes in exchange for 2012 notes and 2013 notes, respectively. Assuming the Settlement Date is March 5, 2012, we will pay up to $2.9 million and $4.0 million in accrued and unpaid interest on the tendered 2012 notes and 2013 notes, respectively.

Conditions of the Exchange Offer Consummation of the exchange offer is conditioned upon the satisfaction or waiver (where permitted) of the conditions described under “The Exchange Offer—Conditions of the Exchange Offer,” including the conditions that (i) the Shelf Offering, which closed as scheduled on February 7, 2012 has been completed and $300 million aggregate principal amount of notes has been issued pursuant thereto, (ii) the new notes issuable in the exchange offer are fungible for U.S. federal income tax purposes with the new notes issued in the Shelf Offering and (iii) the registration statement of which this prospectus forms a part is declared effective and no stop order suspending its effectiveness or any proceeding for that purpose is outstanding (and neither condition (i) nor (ii) nor (iii) may be waived by us). Condition (i) was satisfied on February 7, 2012. The exchange offer is not conditioned upon the valid tender of any minimum principal amount of old notes or the issuance of any minimum principal amount of new notes pursuant to the exchange offer.

Purpose of the Exchange Offer The purpose of the exchange offer is to refinance our old notes in order to improve our debt maturity profile.

Material Differences in the Rights of Holders Holders who participate in the exchange offer will receive new notes, which have a longer maturity than the old notes. As a result, you will

3

be exposed to our credit risk for a longer period of time. Participating holders will receive a principal amount of new notes that may be greater than or lesser than the principal amount of old notes that they tender, and the new notes will have a lower coupon rate. The new notes will also have a larger aggregate principal amount outstanding as a series than either the 2012 notes or the 2013 notes.

Holders of 2012 notes who participate in the exchange will receive $993.38 in principal amount of new notes per $1,000 in principal amount of 2012 notes that are validly tendered and not validly withdrawn, or $1,013.38 in principal amount of new notes for holders who receive the Early Exchange Premium. As a result, holders of 2012 notes who participate in the exchange offer will receive new notes that yield interest of $58.36 for each $1,000 in principal amount of 2012 notes that are validly tendered and not validly withdrawn or $59.54 for holders who receive the Early Exchange Premium. Holders of 2012 notes currently receive interest of $68.75 per $1,000 in principal amount of 2012 notes.

Holders of 2013 notes who participate in the exchange will receive $1,014.06 in principal amount of new notes per $1,000 in principal amount of 2013 notes that are validly tendered and not validly withdrawn, or $1,034.06 in principal amount of new notes for holders who receive the Early Exchange Premium. As a result, holders of 2013 notes who participate in the exchange offer will receive new notes that yield interest of $59.58 for each $1,000 in principal amount of 2013 notes that are validly tendered and not validly withdrawn or $60.75 for holders who receive the Early Exchange Premium. Holders of 2013 notes currently receive interest of $59.50 per $1,000 in principal amount of 2013 notes.

The 2012 Notes The 2012 notes that are subject to the exchange offer are the $139.8 million aggregate principal amount of outstanding 6.875% senior notes due 2012 issued by Toll Brothers Finance Corp.

The 2013 Notes The 2013 notes that are subject to the exchange offer are the $141.6 million aggregate principal amount of outstanding 5.95% senior notes due 2013 issued by Toll Brothers Finance Corp.

Early Exchange Premium We want to encourage holders to tender early. Accordingly, for each $1,000 principal amount of old notes validly tendered on or before the Early Participation Date and not validly withdrawn, holders of old notes will be eligible to receive the Total Exchange Consideration, which includes an Early Exchange Premium of $20 principal amount of new notes for each $1,000 principal amount of old notes.

Exchange Consideration The Exchange Consideration for each $1,000 principal amount of old notes tendered after the Early Participation Date and before the Expiration Date will equal:

• in the case of the 2012 notes, $993.38 principal amount of our new notes; and

4

• in the case of the 2013 notes, $1,014.06 principal amount of our new notes.

See “The Exchange Offer—Exchange Consideration”.

Total Exchange Consideration The Total Exchange Consideration for each $1,000 principal amount of old notes tendered on or before the Early Participation Date will include the Early Exchange Premium and equal:

• in the case of the 2012 notes, $1,013.38 principal amount of our new notes; and

• in the case of the 2013 notes, $1,034.06 principal amount of our new notes.

See “The Exchange Offer—Total Exchange Consideration”.

Accrued and Unpaid Interest on Old Notes Accepted in the Exchange Offer Holders whose old notes are accepted in the exchange offer will receive payment in cash of the accrued and unpaid interest, if any, in respect of such old notes from the last interest payment date for such old notes to, but not including, the Settlement Date, less the amount of accrued and unpaid interest on the new notes issued to such holders on the Settlement Date. The new notes issued in the exchange offer will be issued with accrued interest from February 7, 2012.

Minimum Tender Denominations and Fractions 2012 notes must be tendered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 2013 notes must be tendered in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. New notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

If, under the terms of the exchange offer, a tendering holder would be entitled to receive new notes in a principal amount that is not an integral multiple of $1,000, we will round downward such principal amount of new notes to the nearest integral multiple of $1,000 in excess thereof. This rounded amount will be the principal amount of new notes you will receive. We will pay to such tendering holder an amount in cash (rounded to the nearest $0.01 with half a cent being rounded upwards) on the Settlement Date for any fractional portion of new notes that such holder would otherwise be entitled to receive (the “Cash Rounding Amount”). Any such cash payment will be paid using cash on hand, which may include a portion of the proceeds of the Shelf Offering. We will not accept any old note that would result in the issuance of less than $2,000 principal amount of new notes, or integral multiples of $1,000 in excess thereof, to a tendering holder.

Early Participation Date The Early Participation Date, which was previously scheduled to occur on February 16, 2012, is now scheduled for 12:00 midnight, New York City time, on March 2, 2012, unless we amend the date prior to the Expiration Date.

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Expiration Date 12:00 midnight, New York City time, on March 2, 2012 (the “Expiration Date”), unless extended or earlier terminated by the Issuer. The Issuer may extend the Expiration Date for any reason in its sole and absolute discretion. If the Issuer decides to extend the Expiration Date, it will announce any extensions by press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the scheduled expiration of the exchange offer. See “The Exchange Offer—Expiration Date; Early Participation Date; Extensions; Amendments.”

Procedures for Tendering Old Notes Holders of old notes desiring to accept the exchange offer must tender their notes either through DTC’s Automated Tender Offer Program (“ATOP”), and follow the procedures for book-entry transfer described under “The Exchange Offer—Procedures for Tendering Notes,” or by signing and returning the letter of transmittal, including all other documents required by the letter of transmittal. We do not intend to permit tenders of old notes by guaranteed delivery procedures. See “The Exchange Offer—Procedures for Tendering Notes.”

Withdrawal Rights Holders may withdraw the old notes they have tendered at any time prior to 12:00 midnight, New York City time, on March 2, 2012, unless extended by us. See “The Exchange Offer—Withdrawal and Revocation Rights.”

Withdrawal of Tenders You may withdraw the tender of your old notes at any time prior to the Expiration Date by submitting a withdrawal instruction to the Exchange Agent using the procedures of DTC’s ATOP system (as defined herein) and upon compliance with the other procedures described herein. See “The Exchange Offer—Procedures for Tendering Notes.”

Termination of the Exchange Offer The Issuer reserves the right to terminate the exchange offer at any time prior to the completion of the exchange offer if any of the conditions under “The Exchange Offer—Conditions of the Exchange Offer” have not been satisfied, in its sole and absolute discretion. See “The Exchange Offer—Termination of the Exchange Offer.”

Acceptance of Old Notes and Delivery of Exchange Offer Consideration or Total Exchange Offer Consideration If the registration statement of which this prospectus is a part is declared effective by the SEC and the exchange offer is completed, the Issuer will, subject to the terms and conditions described in this prospectus, accept all old notes that are validly tendered and not validly withdrawn prior to the Expiration Date. The Exchange Offer Consideration or the Total Exchange Offer Consideration, as applicable, will be delivered promptly after the Expiration Date (such date, the “Settlement Date”). See “The Exchange Offer—Acceptance of Old Notes for Exchange; Delivery of Exchange Consideration or Total Exchange Consideration.”

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Use of Proceeds The Issuer will not receive any proceeds from the exchange offer.

Federal Income Tax Consequences For a discussion of the material U.S. federal income tax consequences that should be considered in evaluating the exchange offer, see “U.S. Federal Income Tax Considerations.”

Dealer Managers Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc. are the dealer managers (the “Dealer Managers”) for the exchange offer. The Dealer Managers are not making any recommendation or issuing a report as to the fairness of the exchange offer.

Exchange Agent and Information Agent D.F. King & Co., Inc. is the exchange agent (the “Exchange Agent”) and the information agent the (“Information Agent”) for the exchange offer.

Fees and Expenses The Issuer will pay all fees and expenses it incurs in connection with the exchange offer. See “The Exchange Offer—Fees and Expenses.”

Regulatory Approvals We are not aware of any material regulatory approvals necessary to complete this offer. However the Issuer may not complete this exchange offer until the registration statement, of which this prospectus is a part, is declared effective by the SEC.

Consequences of Failure to Tender Holders who do not tender their old notes pursuant to this offer will have no appraisal rights under applicable state law or otherwise.

Although old notes not exchanged in the exchange offer will remain outstanding following consummation of the exchange offer, the exchange of old notes in the exchange offer may result in a smaller trading market for the remaining outstanding principal amount of such old notes, which may cause the market for such old notes to be less liquid and more sporadic, and market prices for such old notes may fluctuate significantly depending on the volume of trading in such old notes. For a description of the consequences of failing to exchange your old notes pursuant to the exchange offer, see “Risk Factors—Risk to Holders of Old Notes that are Not Tendered or Not Accepted for Exchange” and “The Exchange Offer—Consequences of Failure to Tender Old Notes.”

Questions If you have any questions regarding the terms of the exchange offer, please contact the Dealer Managers. If you have questions regarding the procedures for tendering old notes in the exchange offer, please contact the information agent. The contact information for the Dealer Managers and the information agent is located on the back cover of this prospectus.

For certain risks you should consider in evaluating this exchange offer, see “Risk Factors” beginning on page 11.

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The New Notes

The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should read this prospectus before making an investment in the new notes.

Issuer Toll Brothers Finance Corp. (“Toll Brothers Finance”)

Notes Offered Up to $300 million aggregate principal amount of 5.875% Senior Notes due 2022

Maturity Date February 15, 2022

Interest Payment Date Every February 15 and August 15 beginning on August 15, 2012

Further Issues On February 7, 2012, the Issuer announced the issuance (the “Shelf Offering”) of $300 million aggregate principal amount of its 5.875% Senior Notes due 2022, which notes are guaranteed by the Guarantors. The new notes offered in the exchange offer will form part of the same series as the securities offered in the Shelf Offering. The completion of the Shelf Offering on February 7, 2012, satisfies one of the conditions to the exchange offer.

We reserve the right, from time to time without the consent of holders of new notes, to issue additional new Notes on terms and conditions identical to those of the new Notes, which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the new notes offered hereby.

Optional Redemption Prior to the date that is three months from the maturity date of the new notes, Toll Brothers Finance may redeem any or all of the new notes at any time at a redemption price equal to the greater of (a) 100% of the principal amount of the new notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the new notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate with respect to the applicable redemption date plus 50 basis points, plus, in each case, accrued and unpaid interest on the new notes to the redemption date. On or after such date, the new notes will be redeemable, in whole at any time or in part from time to time, at our option at par plus accrued and unpaid interest thereon to the redemption date.

Guarantees Payment of principal and interest on the new notes will be fully and unconditionally guaranteed on a joint and several basis by Toll Brothers, Inc. and all of Toll Brothers, Inc.’s subsidiaries that are guarantors under our revolving credit facility. The guarantees of the subsidiary guarantors will be subject to the subsidiary guarantors’ customary release provisions.

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Ranking The new notes are general obligations and will not be secured by any collateral. Your right to payment under the new notes will be:

• effectively subordinated to the rights of any future secured creditors of the Issuer;

• equal with all of the Issuer’s unsecured and unsubordinated indebtedness, including, without limitation, any of the old notes not tendered in this exchange offer, its approximately $268 million aggregate principal amount of 4.95% Senior Notes due 2014, its $300 million aggregate principal amount of 5.15% Senior Notes due 2015, its $400 million aggregate principal amount of 8.910% Senior Notes due 2017, its $250 million aggregate principal amount of 6.750% Senior Notes due 2019, its $300 million aggregate principal amount of 5.875% Senior Notes due 2022 issued pursuant to the Shelf Offering and any indebtedness arising from its guarantee of the $885 million revolving credit facility of First Huntingdon Finance Corp. At October 31, 2011, the aggregate outstanding principal and accrued interest of the Issuer’s unsecured and unsubordinated indebtedness was approximately $1.5 billion; and

• senior to the rights of creditors of the Issuer under existing and future debt that is expressly subordinated to the new notes.

The guarantee of the new notes of each of the guarantors will also not be secured by any collateral. Your right to payment under any guarantee will be:

• effectively subordinated to the rights of secured creditors of all of the guarantors, to the extent of their security in the guarantors’ assets. At October 31, 2011, the guarantors had approximately $62.0 million aggregate principal amount of secured indebtedness outstanding comprised principally of indebtedness secured by purchase money mortgages on some of their respective real property for borrowed money;

• structurally subordinated to the prior claims of creditors, including trade creditors, of the subsidiaries of the Company that are not guarantors of the new notes, the aggregate amount of which claims was approximately $291.5 million at October 31, 2011;

• equal with the rights of creditors under the guarantors’ other existing and future unsecured and unsubordinated indebtedness including, without limitation, each guarantor’s guarantee of any old notes not tendered in this exchange offer, the Issuer’s 4.95% Senior Notes due 2014, its 5.15% Senior Notes due 2015, its 8.910% Senior Notes due 2017, its 6.750% Senior Notes due 2019, its 5.875% Senior Notes due 2022 to be issued pursuant to the Shelf Offering and the revolving credit facility of First Huntingdon Finance Corp., an indirect, 100% owned subsidiary of the Company. As of October 31, 2011, the aggregate outstanding principal and interest of unsecured and unsubordinated indebtedness of the guarantors was approximately $1.5 billion; and

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• senior to the rights of creditors under the guarantors’ existing and future debt that is expressly subordinated to the guarantee.

Certain Covenants The indenture governing the new notes contains covenants that, among other things, will limit the ability of the Issuer, the Company and some of the Company’s subsidiaries to:

• issue, assume or guarantee certain additional secured indebtedness; and

• engage in sale and lease-back transactions.

These covenants are subject to important exceptions and qualifications. See “Description of the New Notes.”

Change of Control Repurchase Event Upon the occurrence of both a change of control and a below investment grade rating event (each as defined in “Description of the New Notes”), we will make an offer to each holder to repurchase all or any part of that holder’s new notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such new notes.

No Limit on Debt Except as noted above under “— Certain Covenants,” the indenture governing the new notes does not limit the amount of debt that we may issue.

At October 31, 2011, each of the Issuer, the Company and the other guarantors of the new notes is a guarantor of the $885 million revolving credit facility of First Huntingdon Finance Corp., a 100% owned, indirect subsidiary of the Company. At October 31, 2011, we had no outstanding borrowings against the revolving credit facility but had letters of credit of approximately $100.3 million outstanding under it.

At October 31, 2011, the Issuer had outstanding $1.5 billion in senior notes, guaranteed, on a senior basis, by the Company and all of Toll Brothers, Inc.’s subsidiaries that are guarantors under our revolving credit facility.

Use of Proceeds We will not receive any cash proceeds from the offering of the new notes.

Listing We currently do not intend to list the new notes on any securities exchange, and there is currently no market for the new notes

Risk Factors See “Risk Factors” and all other information included or incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in the new notes.

For additional information regarding the new notes, please read “Description of the New Notes” in this prospectus.

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RISK FACTORS

You should carefully consider the risks described below, in the section titled “Risk Factors” in our Annual Report on Form 10-K and elsewhere in our reports filed with the SEC and incorporated by reference herein before making an investment decision. Our results of operations, financial condition and business prospects could be harmed by any of these risks. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus and in the documents incorporated by reference into this prospectus.

Risks Related to Participation in the Exchange Offer

The consideration applicable to the exchange offer does not reflect any independent valuation of the old notes or the new notes.

We have not obtained or requested a fairness opinion from any banking or other firm as to the fairness to eligible holders of the consideration applicable to the exchange offer or the relative values of the old notes. If you tender your old notes for exchange, you may or may not receive more or as much value as you would receive if you chose to keep them.

As the new notes have a later maturity than the old notes, a holder who exchanges their old notes for new notes may ultimately find that we are able to repay the old notes remaining outstanding following completion of the exchange offer when they mature, but are unable to repay or refinance the new notes when they mature.

The new notes that you are being offered have a later maturity than the old notes that you presently own and, if you decide to tender old notes, you will be exposed to our credit risk for a longer period of time than if you did not tender old notes. There can be no assurance that tendering holders of old notes will not be adversely affected by the extension of maturity resulting from exchanging old notes for new notes.

Upon consummation of the exchange offer, holders who exchange their old notes will lose their rights under the old notes.

If you tender your old notes pursuant to the exchange offer and your old notes are accepted pursuant to the exchange offer, you will be giving up all of your rights as a noteholder, including, without limitation, rights to future payment of principal and interest on the old notes.

Neither the board of directors of the Issuer nor the board of directors of the Company has made a recommendation with regard to whether or not you should tender your old notes in the exchange offer and neither the Issuer nor the Company has obtained a third-party determination that the exchange offer is fair to the holders of the old notes.

Neither the board of directors of the Issuer nor the board of directors of the Company is making a recommendation as to whether holders of the old notes should exchange their old notes pursuant to the exchange offer. Neither the Issuer nor the Company has retained and does not intend to retain any unaffiliated representative to act solely on behalf of the holders of the old notes for purposes of negotiating the terms of this offer and/or preparing a report concerning the fairness of this offer to the holders of the old notes.

The exchange offer may be cancelled or delayed.

The Issuer has the right to terminate or withdraw at its sole discretion the exchange offer at any time and for any reason, including if any condition to the exchange offer is not satisfied prior to the Expiration Date. Even if

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the exchange offer is consummated, it may not be consummated on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive the Exchange Consideration or the Total Exchange Consideration, as applicable, (or to have their old notes returned to them in the event the Issuer terminates the exchange offer), during which time such holders will not be able to effect transfers or sales of their old notes.

Risks to Holders of Old Notes that are Not Tendered or Not Accepted for Exchange

The liquidity of any trading market that currently exists for the old notes may be adversely affected by the exchange offer and holders of the old notes who fail to tender their old Notes may find it more difficult to sell their old notes.

If a significant percentage of the old notes are exchanged in the exchange offer, the liquidity of the trading market for the old notes, if any, after the completion of the exchange offer may be substantially reduced. Any old notes exchanged will reduce the aggregate principal amount of old notes outstanding. As a result, the old notes may trade at a discount to the price at which they would trade if the exchange offer were not consummated, subject to prevailing interest rates, the market for similar securities and other factors. The smaller outstanding aggregate principal amount of the old notes may also make the trading prices of the old notes more volatile. We cannot assure you that an active market in the old notes will exist or be maintained and we cannot assure you as to the prices at which the old notes may be traded if the exchange offer is consummated.

The Issuer expressly reserves the right to purchase any old notes that remain outstanding after the Expiration Date.

The Issuer expressly reserves the absolute right, in its sole discretion, from time to time to purchase any old notes that remain outstanding after the Expiration Date through open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms that may differ from this exchange offer and could be for cash or other consideration, or to exercise any of its rights under the indenture that governs the 2012 notes or the 2013 notes, as applicable.

Risks Related to the New Notes

Upon completion of this offering, we will have a significant amount of indebtedness and will require a substantial amount of cash to service our indebtedness, including the new notes. Our ability to generate cash depends on many factors beyond our control.

At October 31, 2011, assuming we had completed the Shelf Offering and this offering at that date, we would have had approximately $1.97 billion of debt (including the notes) outstanding. Subject to certain conditions, the terms of the indenture under which the new notes will be issued and our other existing debt instruments do not prohibit us or our subsidiaries from incurring additional indebtedness.

Our ability to meet our debt service and other obligations will depend upon our future performance. We are engaged in a business that is substantially affected by changes in economic cycles and is currently in an extended period of slowdown. Our results of operations vary with the level of general economic activity in the markets we serve. Financial, political, business and other factors, many of which are beyond our control, also could affect our business.

Our annual debt service obligations vary from year to year, principally due to the varying maturities of our indebtedness. In addition, changes in prevailing interest rates affect our annual debt service obligations because borrowings under our bank revolving credit facility bear interest at floating rates. Higher interest rates would have the effect of increasing our debt service obligations and may also affect the desire or ability of customers to buy our houses. We cannot be certain that our cash flow will be sufficient to allow us to pay the principal and interest on our debt, including the new notes, and meet our other obligations. If we do not have enough funds, we may be required

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to refinance all or part of our existing debt, including the new notes, sell assets, borrow additional funds or issue equity. We may not be able to refinance our debt, sell assets, borrow additional funds or issue equity on terms acceptable to us, if at all.

The new notes are subordinated to any future secured debt of the Issuer and are effectively subordinated to the secured debt of the Company and the other guarantors.

The new notes will not be secured by any of our assets and will be subordinated in right of payment to future secured debt of the Issuer. In addition, the notes will be effectively subordinated in right of payment to existing and future secured debt of the Company and the subsidiary guarantors, including the obligations of the subsidiary guarantors under various purchase money mortgages. Accordingly, in the event of bankruptcy of the Issuer, the Company or a subsidiary guarantor, or upon a default in payment on, or the acceleration of, any secured debt, the assets of the Issuer, the Company and the subsidiary guarantors that secure such debt will be available to pay obligations on the new notes only after all secured debt has been paid in full. At October 31, 2011, the Issuer, the Company and the subsidiary guarantors had approximately $62.0 million of secured indebtedness outstanding. Subject to certain limits in the indenture under which the new notes will be issued and our other existing debt instruments, we will be able to incur additional secured debt.

The notes will be structurally subordinated to indebtedness of our non-guarantor subsidiaries.

The new notes will be structurally subordinated in right of payment to all existing and future debt and other liabilities, including trade payables, of the Company’s non-guarantor subsidiaries and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets of those subsidiaries.

At October 31, 2011, the Company’s non-guarantor subsidiaries had $291.5 million of outstanding liabilities, including trade payables. In addition, the indenture under which the new notes will be issued will, subject to certain limitations, permit these subsidiaries to incur additional indebtedness.

Federal and state laws allow courts, under specific circumstances, to void guarantees and to require you to return payments received from guarantors.

Although you will be direct creditors of the guarantors by virtue of the guarantees, existing or future creditors of any guarantor could avoid or subordinate that guarantor’s guarantee under the fraudulent conveyance laws if they were successful in establishing that:

• the guarantee was incurred with fraudulent intent; or

• the guarantor did not receive fair consideration or reasonably equivalent value for issuing its guarantee and

• was insolvent at the time of the guarantee;

• was rendered insolvent by reason of the guarantee;

• was engaged in a business or transaction for which its assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debt beyond its ability to pay such debt as it matured.

The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. Generally, however, a company would be considered insolvent for purposes of the foregoing if:

• the sum of the company’s debts, including contingent, unliquidated and unmatured liabilities, is greater than all of such company’s property at a fair valuation, or

• if the present fair saleable value of the company’s assets is less than the amount that will be required to pay the probable liability on its existing debts as they become absolute and matured.

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We cannot assure you as to what standard a court would apply in order to determine whether a guarantor was “insolvent” as of the date its guarantee was issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that any guarantors were insolvent on that date. The subsidiary guarantees could be subject to the claim that, since the guarantees were incurred for the benefit of the Issuer and the Company and only indirectly for the benefit of the other guarantors, the obligations of the guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration.

We may not be able to repurchase the new notes upon a change of control repurchase event.

Upon the occurrence of a change of control repurchase event (as defined in “Description of the New Notes”), each holder of new notes will have the right to require us to repurchase all or any part of such holder’s new notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. If we experience a change of control repurchase event, we cannot assure you that we would have sufficient financial resources available to satisfy our obligations to repurchase the new notes. Our failure to repurchase the new notes as required under the indenture governing the new notes would result in a default under the indenture, which could result in defaults under our other debt agreements and have material adverse consequences for us and the holders of the new notes. See “Description of the New Notes—Change of Control Repurchase Event.”

The terms of the indenture and the notes provide only limited protection against significant corporate events that could affect adversely your investment in the notes.

While the indenture and the new notes contain terms intended to provide protection to holders upon the occurrence of certain events involving significant corporate transactions and our creditworthiness, these terms are limited and may not be sufficient to protect your investment in the new notes. As described under “Description of the New Notes—Change of Control Repurchase Event,” upon the occurrence of a change of control repurchase event, holders are entitled to require us to repurchase their new notes at 101% of their principal amount. However, the definition of the term “change of control repurchase event” is limited and does not cover a variety of transactions (such as acquisitions by us or recapitalizations) that negatively could affect the value of your new notes. If we were to enter into a significant corporate transaction that negatively affects the value of the new notes, but would not constitute a change of control repurchase event, you would not have any rights to require us to repurchase the notes prior to their maturity, which also would adversely affect your investment.

If an active trading market for the new notes does not develop, you may not be able to resell them.

The new notes are a new issue of securities for which there currently is no trading market. As a result, we cannot provide any assurances that a trading market for the new notes will ever develop or be maintained. Further, we can make no assurances as to the liquidity of any market that may develop for the new notes, your ability to sell your new notes or the price at which you will be able to sell your new notes. Future trading prices of the new notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the condition of the industry in which we operate generally, the then-current ratings assigned to the new notes and the market for similar securities. Accordingly, you may be required to bear the financial risk of an investment in the new notes for an indefinite period of time. We do not intend to apply for listing or quotation of the new notes on any securities exchange or automated quotation system, respectively.

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USE OF PROCEEDS

We will not receive any proceeds from the exchange of the new notes for the old notes pursuant to the exchange offer.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows our ratio of earnings to fixed charges for the periods indicated:

	Twelve months ended October 31,
	2007		2008			2009			2010			2011
Ratio of earnings to fixed charges		1.25		(1	)		(1	)		(1	)		(1	)

(1) For the twelve-month periods ended October 31, 2011, 2010, 2009, and 2008, our earnings were not sufficient to cover fixed charges by approximately $63.8 million, $125.2 million, $517.8 million and $493.8 million, respectively.

The ratio of earnings to fixed charges is computed by dividing our earnings, which consist of (loss) income before income taxes, interest expense, amortization of debt issuance costs and rent expense by our fixed charges, which consist of interest incurred, amortization of debt issuance costs and rent expense.

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CAPITALIZATION

The following table sets forth as of October 31, 2011:

• Our actual capitalization; and

• Our capitalization on an as adjusted basis, giving effect to the issuance of the notes under the Shelf Offering, the new notes offered hereby and the successful consummation of this exchange offer.

	As of October 31, 2011
	Actual			As Adjusted
	(Unaudited)
	Amounts in thousands
Debt:
Revolving Credit Facility	$	—		$	—
Other Loans payable		106,556			106,556
6.875% Senior Notes due November 15, 2012		139,776			—
5.95% Senior Notes due September 15, 2013		141,635			—
4.95% Senior Notes due March 15, 2014		267,960			267,960
5.15% Senior Notes due May 15, 2015		300,000			300,000
8.910% Senior Notes due October 15, 2017		400,000			400,000
6.750% Senior Notes due November 1, 2019		250,000			250,000
5.875% Senior Notes due February 15, 2022		—			300,000
5.875% Senior Notes due 2022 issued in the exchange offer		—			288,105
Mortgage company warehouse loan		57,409			57,409
Total debt		1,663,336			1,970,030
Stockholders’ equity:
Preferred stock, none issued		—			—
Common stock, 400,000 shares authorized 168,675 shares issued		1,687			1,687
Additional paid-in capital		400,382			400,382
Retained Earnings		2,234,251			2,232,026
Treasury stock, at cost 2,946 shares		(47,065	)		(47,065	)
Accumulated other comprehensive loss		(2,902	)		(2,902	)
Total stockholder’s equity		2,586,353			2,584,128
Non-controlling interest		6,198			6,198
Total equity		2,592,551			2,590,326
Total capitalization	$	4,249,689		$	4,554,158

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

The purpose of the exchange offer is to refinance our old notes in order to improve our debt maturity profile.

Terms of the Exchange Offer

The offer to exchange new notes for the 2012 notes and the offer to exchange new notes for 2013 notes are separate exchange offers and the completion of each exchange offer is not a condition to the completion of the other. We refer to these offers to exchange new notes for the old notes collectively as the “exchange offer.” The Issuer is offering, upon the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal, to exchange any and all validly tendered (and not validly withdrawn) old notes for new notes. Holders of old notes will be eligible to receive the Total Exchange Consideration set forth under “—Total Exchange Consideration” below for old notes validly tendered on or before the Early Participation Date and not validly withdrawn. For old notes tendered after the Early Participation Date and before the Expiration Date, the holders of old notes will be eligible to receive the Exchange Consideration set forth under “—Exchange Consideration” below. The Total Exchange Consideration includes an Early Exchange Premium as an incentive for holders of old notes to tender their old notes on or before the Early Participation Date. In addition, holders whose old notes are accepted for exchange pursuant to the exchange offer will receive a cash payment representing accrued and unpaid interest on their old notes to, but not including, the Settlement Date.

2012 notes must be tendered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 2013 notes must be tendered in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. New notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If, under the terms of the exchange offer, a tendering holder would be entitled to receive new notes in a principal amount that is not an integral multiple of $1,000, we will round downward such principal amount of new notes to the nearest integral multiple of $1,000 in excess thereof. In the event that a holder would otherwise be entitled to receive a new note in a principal amount of less than $1,000, such holder will receive a cash payment in relation to such fractional new note on the basis set forth below under “—Minimum Tender Denominations and Fractions” (the “Cash Rounding Amount”). We will not accept any old note that would result in the issuance of less than $2,000 principal amount of new notes, or integral multiples of $1,000 in excess thereof, to a tendering holder.

No alternative, conditional or contingent tenders will be accepted.

From time to time before or after the Expiration Date, we or our affiliates may acquire any old notes that are not tendered and accepted in the exchange offer or any new notes issued in the exchange offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemption or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the old notes and the new notes), which with respect to the old notes may be more or less than the consideration to be received by participating holders in the exchange offer and, in either case, could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives or combinations thereof we or our affiliates may choose to pursue in the future.

As of February 1, 2012, $139.8 million in aggregate principal amount of the 2012 notes and $141.6 million in aggregate principal amount of the 2013 notes was outstanding. As of the date of this prospectus, there is one registered holder of the old notes, Cede & Co., Inc., which holds the old notes for its participants. Only a holder of the old notes (or the holder’s legal representative or attorney-in-fact) may participate in the exchange offer.

The Issuer will accept old notes as validly tendered old notes when, as and if it has given oral or written notice of acceptance to the exchange agent. The Exchange Agent will act as agent for the tendering holders of old notes. If you are the record owner of your old notes and you tender your old notes directly to the Exchange Agent, you will not be obligated to pay any charges or expenses of the Exchange Agent or any brokerage commissions. If you own

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your old notes through a broker or other nominee, and your broker or nominee tenders the old notes on your behalf, they may charge you a fee for doing so. You should consult with your broker or nominee to determine whether any charges will apply. Except as set forth in the instructions to the letter of transmittal, transfer taxes, if any, on the exchange of old notes pursuant to the exchange offer will be paid by the Issuer.

None of the board of directors of the Issuer, the Company, the Dealer Managers, the information agent and the exchange agent has made a recommendation to any noteholder, and each is remaining neutral as to whether you should tender your old notes in the exchange offer. You must make your own investment decision with regards to the exchange offer based upon your own assessment of the market value of the old notes, your liquidity needs and your investment objectives.

Early Exchange Premium

We want to encourage holders of old notes to tender early. Accordingly, for each $1,000 principal amount of old notes validly tendered on or before the Early Participation Date and not validly withdrawn, holders of old notes will be eligible to receive the Total Exchange Consideration set out in the table below, which includes the Early Exchange Premium. For each $1,000 principal amount of old notes validly tendered after the Early Participation Date but prior to the Expiration Date, holders of old notes will be eligible to receive only the applicable Exchange Consideration set out in the table below.

Total Exchange Consideration

The Total Exchange Consideration will equal $1,000 times the Exchange Price of the relevant series of old notes divided by the Reopening Price of the new notes. The 2012 Exchange Price is $1,041.25. The 2013 Exchange Price is $1,062.50. The Reopening Price of the new notes is $1,027.50.

The Total Exchange Consideration for each $1,000 principal amount of old notes tendered on or before the Early Participation Date will equal:

• in the case of the 2012 notes, $1,013.38 principal amount of our new notes; and

• in the case of the 2013 notes, $1,034.06 principal amount of our new notes.

Exchange Consideration

The Exchange Consideration for each $1,000 principal amount of old notes tendered after the Early Participation Date and before the Expiration Date will equal:

• in the case of the 2012 notes, $993.38 principal amount of our new notes; and

• in the case of the 2013 notes, $1,014.06 principal amount of our new notes.

The following table sets forth the Exchange Price, Exchange Consideration, Early Exchange Premium and Total Exchange Consideration for old notes for which the new notes are being offered:

Title of Series/ CUSIP Number	Maturity Date		Aggregate Principal Amount Outstanding	Exchange Price		Exchange Consideration(1)	Early Exchange Premium(1)	Total Exchange Consideration(1)(2)(3)
6.875% Senior Notes due 2012/88947EAA8		11/15/2012	$139.8 million	$	1,041.25	$993.38 principal amount of new notes	$20 principal amount of new notes	$1,013.38 principal amount of new notes
5.95% Senior Notes due 2013/88947EAC4		09/15/2013	$141.6 million	$	1,062.50	$1,014.06 principal amount of new notes	$20 principal amount of new notes	$1,034.06 principal amount of new notes

(1) Per $1,000 principal amount of old notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Exchange Consideration, as applicable.

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(2) Includes Early Exchange Premium.

(3) The Total Exchange Consideration will equal $1,000 times the Exchange Price of the old notes divided by a Reopening Price of $1,027.50.

In addition, holders whose old notes are accepted for exchange will receive a cash payment representing accrued and unpaid interest from the last interest payment date on such old notes to, but not including, the Settlement Date, less the amount of accrued and unpaid interest on the new notes issued to such holders on the Settlement Date.

Minimum Tender Denominations and Fractions

2012 notes must be tendered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 2013 notes must be tendered in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. New notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not accept old notes that would result in the issuance of less than $1,000 principal amount of new notes to a tendering holder. If, under the terms of the exchange offer, a tendering holder would be entitled to receive new notes in a principal amount that is not an integral multiple of $1,000, we will round downward such principal amount of new notes to the nearest integral multiple of $1,000 in excess thereof. This rounded amount will be the principal amount of new notes you will receive. We will pay to such tendering holder an amount in cash (rounded to the nearest $0.01 with half a cent being rounded upwards) on the Settlement Date for any fractional portion of new notes that such holder would otherwise be entitled to receive.

Expiration Date; Early Participation Date; Extensions; Amendments

The Expiration Date of the exchange offer will be March 2, 2012 at 12:00 midnight, New York City time, unless the Issuer, in its sole and absolute discretion, extends the exchange offer, in which case the Expiration Date shall be the latest date and time to which the exchange offer is extended.

The Early Participation Date of the exchange offer, which was previously scheduled to occur on February 16, 2012, is now scheduled for March 2, 2012 at 12:00 midnight, New York City time, unless the Issuer, in its sole and absolute discretion, to extend the time and date with respect to the exchange offer, in which case the Early Participation Date means the latest time and date to which the early delivery period for the exchange offer is extended.

The Issuer expressly reserves the right in its sole and absolute discretion at any time and from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for exchange of any old notes, by giving oral or written notice of such extension to the Exchange Agent.

The prospectus, the letter of transmittal and other relevant materials are being mailed to record holders of old notes and furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the noteholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of old notes.

If the Issuer makes a material change in the terms of the exchange offer or the information concerning the exchange offer, or if it waives a material condition of the exchange offer, the Issuer will extend the exchange offer consistent with Rule 162 under the Securities Act and Rule 13e-4 under the Exchange Act, including extending the exchange offer if necessary so that at least five business days remain in the exchange offer following notice of the material change or waiver. The SEC has taken the position that the minimum period during which an offer must remain open following material changes in the terms of the exchange offer or information concerning the exchange offer (other than a change in price or a change of more than two percent in percentage of securities sought, for which an extension of ten business days is required) will depend upon the facts and circumstances, including the relative materiality of the terms or information. For purposes of the exchange offer, a “business day” means any day other than a Saturday, Sunday or federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

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The Issuer also expressly reserves the right (1) to delay acceptance for exchange due to an extension of the Expiration Date of any old notes tendered pursuant to the exchange offer, regardless of whether any such Notes were previously accepted for exchange and (2) at any time, or from time to time, to amend the exchange offer in any manner which would not adversely affect the holders of old notes. The Issuer’s reservation of the right to delay exchange of old notes that it has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder must pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of any offer. Any extension, delay in payment, or amendment will be followed as promptly as practicable by press release or public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which the Issuer may choose to make any public announcement, the Issuer will have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by issuing a release to the Dow Jones News Service.

Termination of the Exchange Offer

The Issuer reserves the right to terminate the exchange offer at any time prior to the completion of the exchange offer if any of the conditions under “—Conditions of the Exchange Offer” have not been satisfied, in its sole and absolute discretion, and not accept any old notes for exchange.

Conditions of the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to exchange, old notes validly tendered (and not validly withdrawn) pursuant to the exchange offer, and may terminate, amend or extend the exchange offer, or delay or refrain from accepting for exchange, or exchanging, the old notes or transferring any offer consideration, if any of the following shall have occurred prior to 12:00 midnight on the Expiration Date: (i) the Shelf Offering, which closed as scheduled on February 7, 2012, has not been completed and $300 million aggregate principal amount of notes has not been issued pursuant thereto, (ii) the new notes issuable in the exchange offer are not fungible for U.S. federal income tax purposes with the new notes issued in the Shelf Offering and (iii) the registration statement of which this prospectus forms a part is not declared effective and a stop order suspending its effectiveness or a proceeding for that purpose is outstanding. The conditions set forth in this paragraph may not be waived by us. Condition (i) was satisfied on February 7, 2012. Condition (ii) will be satisfied if, on the date that is seven days before the Settlement Date, the yield of the new notes issued in the Shelf Offering is not more than 110% of their coupon rate, or 6.4625%. Assuming a Settlement Date of March 5, 2012, this condition will be satisfied if on February 27, 2012, the trading price of the new notes issued in the Shelf Offering is not less than 95.73% of their face amount. As of February 23, 2012, the new notes issued in the Shelf Offering were trading at a price of 104.18% with a yield of 5.329%. We will announce by press release or public announcement no later than 9:00 a.m., New York City time, on the Expiration Date whether condition (ii) has been satisfied.

The exchange offer and is also subject to the conditions that, at the time of the Expiration Date of the exchange offer (or at the time of the Settlement Date with respect to the first bullet below), none of the following shall have occurred and be continuing which, regardless of the circumstances, makes it impossible or inadvisable to proceed with the exchange offer:

• there shall have been any action taken or threatened, or any action pending, by or before any local, state, federal or foreign government or governmental regulatory or administrative agency or authority or by any court or tribunal, domestic or foreign, or any statute, rule, regulation, judgment, order, stay, decree or injunction proposed, sought, promulgated, enacted, entered, enforced or deemed applicable to the exchange offer, that (a) following consultation with counsel, in our reasonable judgment, would directly or indirectly prohibit or prevent, or materially restrict or delay, consummation of the exchange offer, (b) in our reasonable judgment, could materially adversely affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole, or (c) in our reasonable judgment, would materially impair the contemplated benefits of the exchange offer to us or be material to holders in deciding whether or not to accept the exchange offer;

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• there shall have occurred: (a) any general suspension of, or limitation on prices for, trading in securities in the United States securities or financial markets; (b) any significant change in the price of the old notes; (c) a material impairment in the trading market for debt or equity securities generally; (d) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory); (e) a declaration of a national emergency, acts of terrorism involving the United States or commencement of a war, armed hostilities or other national or international crisis directly or indirectly involving the United States; (f) any limitation (whether or not mandatory) by any governmental or regulatory authority on, or any other event that, in the reasonable judgment of the Issuer and the Company, would materially and adversely affect the nature or extension of credit by banks or other financial institutions; (g) any significant change in United States currency exchange rates or a suspension of, or limitation on, the markets therefor (whether or not mandatory); or (h) in the case of any of the foregoing existing at the time of the commencement of the exchange offer, in our reasonable judgment, a material acceleration, escalation or worsening thereof;

• there shall have existed, following consultation with counsel, in our reasonable judgment, any actual or threatened legal impediment (including a default under an agreement, indenture or other instrument or obligation to which the Issuer or the Company is a party or by which it is bound) to the acceptance for exchange of, or payment for, any of the old notes; or

• the trustees shall have objected in any respect to or taken action that could, in our sole judgment, adversely affect the consummation of the exchange offer or shall have taken any action that challenges the validity or effectiveness of the procedures used by the Issuer in the making of the exchange offer or the acceptance of, or payment for, some or all of the old notes pursuant to the exchange offer.

These conditions are for our benefit and may be asserted by us or, except or otherwise expressly provided, may be waived by us, including any action or inaction by us giving rise to any condition, or, except or otherwise expressly provided, may be waived by us, in whole or in part, at any time and from time to time, in our sole discretion. Other than with respect to the first bullet in the preceding paragraph, we must assert or waive any of these conditions before the time of the Expiration Date. Under the exchange offer, if any of these events occur, subject to the termination rights described above, we may (i) return old notes tendered thereunder to you, (ii) extend the exchange offer and retain all old notes tendered thereunder until the expiration of such extended offer, or (iii) amend the exchange offer in any respect by giving oral or written notice of such amendment to the Exchange Agent and making public disclosure of such amendment to the extent required by law.

We have not made a decision as to what circumstances would lead us to waive any condition that may be waived, and any such waiver would depend on circumstances prevailing at the time of such waiver. Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms of the exchange offer. We will give holders notice of such amendments as may be required by applicable law.

Consequences of Failure to Tender Old Notes

The following considerations, in addition to the other information contained or incorporated by reference in the prospectus, should be considered carefully prior to determining whether or not to tender old notes.

Adverse Effects on Trading Markets for the Old Notes

There currently is a limited trading market for the old notes. To the extent that old notes are tendered and accepted for exchange in the exchange offer, the trading market for the remaining old notes are expected to be substantially reduced, with possible adverse effects on the liquidity of the old notes. A debt note with a smaller outstanding principal amount available for trading (a smaller “float”) may command a lower price than would a comparable debt note with a greater float. Therefore, the market price for the old notes not tendered for purchase may be adversely affected to the extent that the principal amount of the old notes tendered pursuant to an exchange offer reduces the float. The reduced float may also tend to make the trading price of the remaining old

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notes more volatile. The extent of the markets for the old notes following consummation of the exchange offer will depend upon, among other things, the remaining outstanding principal amount of the old notes after the exchange offer, the number of Holders remaining at such time, and the interest in maintaining markets in the old notes on the part of securities firms.

Other Purchases of the Old Notes

From time to time after the expiration time, or after termination or withdrawal of the exchange offer, the Issuer, the Company or their respective affiliates may acquire any old notes that are not tendered pursuant to the exchange offer through open-market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as the Issuer or the Company may determine (or as may be provided in the indentures), which may be more or less than the price to be paid pursuant to the exchange offer and could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives or combinations thereof the Issuer, the Company or their respective affiliates will choose to pursue in the future.

Procedures for Tendering Notes

The tender of a noteholder’s old notes described below and the acceptance of tendered old notes by the Issuer will constitute a binding agreement between the tendering noteholder and the Issuer upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal. Except as described below, a noteholder who wishes to tender old notes must tender either through ATOP, and follow the procedures for book-entry transfer described below, or by signing and returning the letter of transmittal, including all other documents required by the letter of transmittal. We do not intend to permit tenders of old notes by guaranteed delivery procedures. All old notes not exchanged for the exchange consideration in response to the exchange offer will be returned to the tendering noteholders at our expense as promptly as practicable following the Expiration Date.

THE METHOD OF DELIVERY OF NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE NOTEHOLDER. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE NOTEHOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

To effectively tender old notes held through DTC, DTC participants should electronically transmit through ATOP, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message (as defined below) to the Exchange Agent for its acceptance. Delivery of tendered outstanding old notes held through DTC must be made to the Exchange Agent pursuant to the book-entry delivery procedures set forth below. The term “Agent’s Message” means a message transmitted by DTC, received by the Exchange Agent which states that DTC has received an express acknowledgement from the DTC participant tendering old notes that such DTC participant has received and agrees to be bound by the terms of the exchange offer as set forth in this prospectus and the letter of transmittal and that we may enforce such agreement against such participant.

Delivery of the Agent’s Message by DTC may be done in lieu of execution and delivery of a letter of transmittal by the participant identified in the Agent’s Message. Accordingly, the letter of transmittal need not be completed by a holder tendering through ATOP.

The Exchange Agent will establish one or more accounts with respect to the outstanding old notes at DTC for purposes of the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of their outstanding old notes by causing DTC to transfer their outstanding old notes to the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. DTC will then send an Agent’s Message to the Exchange Agent. Although delivery of outstanding old notes may be effected through book-entry at DTC, the letter of transmittal, with any required signature guarantees, or an Agent’s Message in connection

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with a book-entry transfer, plus, in any case, all other required documents, must be transmitted to and received by the Exchange Agent at one or more of its addresses set forth in this prospectus prior to 12:00 midnight, New York City time, on the Expiration Date.

Each signature on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed, unless the old notes surrendered for exchange with that letter of transmittal are tendered (1) by a registered holder of the old notes who has not completed either the box entitled “Special Exchange Instructions” or the box entitled “Special Delivery Instructions” in the letter of transmittal, or (2) for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, each known as an eligible institution. In the event that a signature on a letter of transmittal or a notice of withdrawal, as the case may be, is required to be guaranteed, the guarantee must be by an eligible institution. If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes surrendered for exchange must either (1) be endorsed by the registered holder, with the signature guaranteed by an eligible institution, or (2) be accompanied by a bond power, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder, with the signature guaranteed by an eligible institution. The term “registered holder” as used in this paragraph with respect to the old notes means any person in whose name the old Notes are registered on the books of the registrar for the old notes.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of old notes tendered for exchange will be determined by the Issuer in its sole discretion. The Issuer’s determination will be final and binding. The Issuer and the Exchange Agent reserve the absolute right to reject any and all old notes not properly tendered and to reject any old notes the acceptance of which might, in the Issuer’s judgment or in the judgment of the Exchange Agent or their counsel, be unlawful. The Issuer and the Exchange Agent also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to particular old notes either before or after the Expiration Date (including the right to waive the ineligibility of any noteholder who seeks to tender old notes in the exchange offer). The interpretation of the terms and conditions of the exchange offer (including the letter of transmittal and the instructions) by the Issuer will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within the period of time the Issuer determines. The Issuer and the Exchange Agent will use reasonable efforts to give notification of defects or irregularities with respect to tenders of old notes for exchange but will not incur any liability for failure to give the notification. The Issuer will not deem old nNotes tendered until irregularities have been cured or waived.

If any letter of transmittal, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, corporation or other person acting in a fiduciary or representative capacity, the signatory should so indicate when signing, and, unless waived by the Issuer, submit proper evidence of the person’s authority to so act, which evidence must be satisfactory to the Issuer in its sole discretion.

Any beneficial owner of the old notes whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender old notes in the exchange offer should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. If the beneficial owner wishes to tender directly, the beneficial owner must, prior to completing and executing the letter of transmittal and tendering old notes, make appropriate arrangements to register ownership of the old notes in the beneficial owner’s name. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

Acceptance of Notes for Exchange; Delivery of Exchange Consideration or Total Exchange Consideration

Upon satisfaction or waiver of all of the conditions to the exchange offer, and assuming the Issuer has not previously elected to terminate the exchange offer, the Issuer will accept any and all old notes that are properly tendered and not validly withdrawn prior to 12:00 midnight, New York City time, on the Expiration Date. The Issuer will pay the Exchange Consideration or the Total Exchange Consideration, as applicable, promptly after

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the Expiration Date. The Company will pay cash in lieu of delivering fractional bonds. For purposes of the exchange offer, the Issuer will be deemed to have accepted validly tendered old notes, when, as, and if the Issuer has given oral or written notice of its acceptance of the old notes to the Exchange Agent.

In all cases, the payment of the Exchange Consideration or the Total Exchange Consideration, as applicable, for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the Exchange Agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents (or of confirmation of a book-entry transfer of the old notes into the Exchange Agent’s account at a book-entry transfer facility and the receipt of an agent’s message). The Issuer reserves the absolute right to waive any defects or irregularities in the tender or conditions of the exchange offer (other than the conditions enumerated above under “—Conditions of the Exchange Offer ”). If any tendered old notes are not accepted for any reason, those unaccepted old notes will be returned without expense to the tendering noteholder thereof promptly after the expiration or termination of the exchange offer.

Compliance with “Short Tendering” Rule

It is a violation of Rule 14e-4 (promulgated under the Exchange Act) for a person, directly or indirectly, to tender old notes for his own account unless the person so tendering (a) has a net long position equal to or greater than the aggregate principal amount at maturity of the old notes being tendered and (b) will cause such old notes to be delivered in accordance with the terms of the exchange offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

A tender of old notes in the exchange offer under any of the procedures described above will constitute a binding agreement between the tendering holder and us with respect to the exchange offer upon the terms and subject to the conditions of the exchange offer, including the tendering holder’s acceptance of the terms and conditions of the exchange offer, as well as the tendering holder’s representation and warranty that (a) such holder has a net long position in the old notes being tendered pursuant to the exchange offer within the meaning of Rule 14e-4 under the Exchange Act and (b) the tender of such old notes complies with Rule 14e-4.

Withdrawal and Revocation Rights

Tenders of the old notes may be withdrawn by delivery of a written notice to the Exchange Agent, at its address listed on the back cover page of this prospectus, at any time prior to 12:00 midnight, New York City time, on the Expiration Date. Any notice of withdrawal must (1) specify the name of the person having deposited the old notes to be withdrawn, (2) identify the old notes to be withdrawn (including the certificate number or numbers and principal amount of the old notes, as applicable), and (3) be signed by the noteholder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered and must be guaranteed by an eligible institution. Any questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Issuer, in its sole and absolute discretion. The old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are withdrawn will be returned to the noteholder without cost to the noteholder as soon as practicable after withdrawal. Properly withdrawn old notes may be re-tendered by following one of the procedures described under “—Procedures for Tendering Notes” at any time on or prior to the Expiration Date.

Dealer Managers, Exchange Agent and Information Agent

The Company has selected Citigroup Global Markets Inc. (“Citigroup Global Markets”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and RBS Securities Inc. (“RBS”) to act as the dealer managers in connection with the exchange offer and D.F. King & Co., Inc. to act as the exchange and information agent, each of which will receive customary fees for its services. The Issuer has agreed to reimburse each of the Dealer Managers, the Exchange Agent and the Information Agent for its respective reasonable out-of-pocket expenses and to indemnify it against certain liabilities, including liabilities under federal securities laws and to contribute to payments that they may be required to make in respect thereof. No fees or commissions have been or will be paid

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by the Issuer to any broker, dealer or other person, other than the Dealer Managers, the Exchange Agent and the Information Agent in connection with the exchange offer.

Any holder that has questions concerning the terms of the exchange offer may contact the Dealer Managers at their addresses and telephone numbers set forth on the back cover of this prospectus. Questions and requests for assistance or additional copies of this prospectus may be directed to the Information Agent at its address and telephone number set forth on the back cover of this prospectus. Holders of old notes or new notes may also contact their broker, dealer, custodian bank, depository, trust company or other nominee for assistance concerning the exchange offer.

The Dealer Managers may contact holders of old notes or new notes, as applicable, regarding the exchange offer and may request brokers, dealers, custodian banks, depositories, trust companies and other nominees to forward this prospectus and related materials to beneficial owners of old notes. With respect to jurisdictions located outside of the United States, the exchange offer may be conducted through affiliates of the Dealer Managers that are registered and/or licensed to conduct the exchange offer in such jurisdictions. The customary mailing and handling expenses incurred by brokers, dealers, custodian banks, depositories, trust companies and other nominees forwarding material to their customers will be paid by us.

The Dealer Managers and their respective affiliates have provided from time to time, and may provide in the future, commercial banking and investment advisory services to us and our affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and expenses. The Dealer Managers are underwriters of the new notes issued in the Shelf Offering and they or certain of their affiliates are agents and lenders under First Huntingdon Finance Corp.’s revolving credit facility.

In the ordinary course of their businesses, the Dealer Managers or their affiliates may at any time hold long or short positions, and may trade for their own accounts or the accounts of customers, in debt or equity securities issued or guaranteed by the Issuer, the Company and its subsidiaries and affiliates, including any of the old notes or new notes and, to the extent that the Dealer Managers or their affiliates own old notes during the exchange offer, they may tender such notes pursuant to the terms of the exchange offer. The Dealer Managers and their affiliates may from time to time in the future engage in future transactions with the Issuer, the Company and its subsidiaries and affiliates and provide services to them in the ordinary course of their respective businesses

In connection with this exchange offer or otherwise, the Dealer Managers may purchase and sell old notes or new notes in the open market. These transactions may include covering transactions and stabilizing transactions. Any of these transactions may have the effect of preventing or retarding a decline in the market prices of the old notes and/or the new notes. They may also cause the prices of the old notes and/or new notes to be higher than the prices that otherwise would exist in the open market in the absence of these transactions. The Dealer Managers may conduct these transactions in the over-the-counter market or otherwise. If the Dealer Managers commence any of these transactions, they may discontinue them at any time.

Fees and Expenses

Fees and expenses in connection with the exchange offer, if all outstanding amounts are tendered and accepted, are estimated to be approximately $2.23 million, including SEC filing fees and the fees of the Exchange agent, the Dealer Managers, the Information agent, the financial printer, counsel, accountants and other professionals.

Appraisal Rights

There are no dissenter’s rights or appraisal rights with respect to the exchange offer .

Regulatory Approvals

The Issuer may not complete the exchange offer until the registration statement, of which this prospectus is a part, is declared effective by the SEC. We are not aware of any other material regulatory approvals necessary to complete the exchange offer.

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DESCRIPTION OF THE NEW NOTES

The new notes will be issued under an indenture (the “Base Indenture”), dated as of February 7, 2012, among Toll Brothers Finance, as issuer, the guarantors named therein, including Toll Brothers, Inc. (collectively, the “Guarantors”) and The Bank of New York Mellon as trustee (the “Trustee”), as amended and supplemented by the resolutions dated January 31, 2012 authorizing the Senior Notes (together with the Base Indenture, the “Indenture”). The statements under this caption relating to the new notes and the Indenture are brief summaries only, are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indenture and the new notes. This description of the new notes contains definitions of terms, including those defined under the caption “— Definitions.” Capitalized terms that are used but not otherwise defined herein have the meanings assigned to them in the Indenture.

As used in this “Description of the New Notes” section, all references to “we,” “us,” “our” and all similar references are to Toll Brothers Finance. References to “Senior Notes” in this section are references to the 5.875% Senior Notes due 2022 offered hereby as well as the notes issued pursuant to the Shelf Offering referenced below under “Further Issues.”

General

The Senior Notes will mature on February 15, 2022. Interest on the Senior Notes will accrue at a rate of 5.875% per annum, will be computed on the basis of a 360-day year of twelve 30-day months and will be payable semi-annually in arrears on each February 15 and August 15 (each an “Interest Payment Date”), commencing August 15, 2012. Interest will accrue from the date it was most recently paid. We will pay interest to the persons in whose names the Senior Notes are registered at the close of business on February 1 or August 1, as the case may be, before any Interest Payment Date. If any Interest Payment Date or maturity date of any of the Senior Notes is not a business day at any place of payment, then payment of principal, premium, if any, and interest need not be made at such place of payment on that date but may be made on the next succeeding business day at that place of payment, and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or maturity date, as the case may be.

The Senior Notes will not be entitled to the benefit of any sinking fund provisions.

We expect that payments of principal, premium, if any, and interest to owners of beneficial interests in global notes will be made in accordance with the procedures of The Depository Trust Company (“DTC”) and its participants in effect from time to time. DTC will act as the depositary for the global notes.

The Senior Notes will be issued only in fully registered form without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will initially be represented by one or more global notes in book-entry form. See “— Global Notes and Book Entry System.”

The principal of, premium, if any, and interest on the notes will be payable, and, subject to the restrictions on transfer described herein, the Senior Notes may be surrendered for registration of transfer or exchange, at the office or agency maintained by us for that purpose; provided that payments of interest may be made at our option by check mailed to the address of the persons entitled thereto or by transfer to an account maintained by the payee with a bank located in the United States. The office or agency initially maintained by us for the foregoing purposes will be the office of the Trustee. No service charge will be made for any registration of transfer or exchange of the Senior Notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Indenture does not limit the amount of indebtedness that Toll Brothers Finance, Toll Brothers, Inc. or any of Toll Brothers, Inc.’s subsidiaries may issue. The Indenture provides only limited protection against significant corporate events that could adversely affect investments in the Senior Notes.

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We expect that interests in the global notes will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in these interests will therefore be required by DTC to settle in immediately available funds.

We currently do not intend to list the Senior Notes on any securities exchange.

Ranking

The Senior Notes will be unsecured and unsubordinated obligations of Toll Brothers Finance. The Senior Notes will rank equally and ratably with the other unsecured and unsubordinated indebtedness of Toll Brothers Finance, including, without limitation, the approximately $140 million aggregate principal amount of 6.875% Senior Notes due 2012, the approximately $142 million aggregate principal amount of 5.95% Senior Notes due 2013, the approximately $268 million aggregate principal amount of 4.95% Senior Notes due 2014, the $300 million aggregate principal amount of 5.15% Senior Notes due 2015, the $400 million aggregate principal amount of 8.910% Senior Notes due 2017 and the $250 million aggregate principal amount of 6.750% Senior Notes due 2019, and any indebtedness arising from Toll Brothers Finance’s guarantee of the Revolving Credit Facility. If the anticipated Exchange Offer is consummated, the outstanding principal amounts of 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013 will be replaced by Senior Notes. As of October 31, 2011, the aggregate outstanding amount of unsecured and unsubordinated indebtedness of Toll Brothers Finance was approximately $1.5 billion.

Guarantees

Toll Brothers, Inc. conducts its operations through its subsidiaries and, therefore, it is primarily dependent on the earnings and cash flows of its subsidiaries to meet its debt service obligations. Any right Toll Brothers Finance, Toll Brothers, Inc. or Toll Brothers, Inc.’s creditors have to participate in the assets of any of Toll Brothers, Inc.’s subsidiaries upon any liquidation or reorganization of any such subsidiary will be subject to the prior claims of that subsidiary’s creditors, including trade creditors. Accordingly, the Senior Notes will be structurally subordinated to the prior claims of creditors of Toll Brothers, Inc.’s subsidiaries other than Toll Brothers Finance. The Senior Notes will, however, have the benefit of the guarantees (each, a “Guarantee” and collectively, the “Guarantees”) from Toll Brothers, Inc. and all of Toll Brothers, Inc.’s subsidiaries that are guarantors under our revolving credit facility. (each, a “Guarantor” and collectively, the “Guarantors”). The Senior Notes and the Guarantee of Toll Brothers, Inc. will be structurally subordinated to the prior claims of creditors of non-guarantor subsidiaries of Toll Brothers, Inc., including trade creditors, the aggregate amount of which, at October 31, 2011, was approximately $291.5 million.

Payment of principal of, premium, if any, and interest on the Senior Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by each of the Guarantors. Each Guarantee will be a full and unconditional unsecured senior obligation of the Guarantor issuing such Guarantee, ranking equal in right of payment with all existing and future debt of the Guarantor that is pari passu with the Guarantee including, without limitation, any indebtedness arising from the Guarantor’s guarantees of Toll Brothers Finance’s 6.875% Senior Notes due 2012, 5.95% Senior Notes due 2013, 4.95% Senior Notes due 2014, 5.15% Senior Notes due 2015, 8.910% Senior Notes due 2017, 6.750% Senior Notes due 2019 and the Revolving Credit Facility. Each Guarantee from a Guarantor will be effectively subordinated to the secured debt of that Guarantor. At October 31, 2011, the Guarantors had approximately $62.0 million aggregate principal amount of such secured indebtedness, principally in the form of purchase money mortgages on certain of their respective real property.

The Indenture provides that, in the event any Guarantee would constitute or result in a fraudulent conveyance in violation of applicable federal law or other similar law of any relevant jurisdiction, the liability of the Guarantor under such Guarantee will be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to certain collections from or payments made by or on behalf of any other Guarantor, permissible under the applicable federal law or other similar law.

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Toll Brothers, Inc.’s subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Senior Notes or to make any funds available therefor, whether by dividends, loans or other payments, other than if and as expressly provided in the Guarantees. The payment of dividends and the making of loans and advances to Toll Brothers, Inc. by its subsidiaries are subject to contractual, statutory or regulatory restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations.

The Indenture provides that any subsidiary of Toll Brothers, Inc. that provides a guarantee of the Bank Credit Facility will guarantee the Senior Notes. The Indenture further provides that any Guarantor other than Toll Brothers, Inc. may be released from its Guarantee so long as each of the following conditions is satisfied: (1) no Default or Event of Default exists or would result from release of such Guarantee, (2) the Guarantor being released has Consolidated Net Worth of less than 5% of Toll Brothers, Inc.’s Consolidated Net Worth as of the end of the most recent fiscal quarter, (3) the Guarantors released from their Guarantees in any year end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a Default) of Toll Brothers, Inc.’s Consolidated Net Worth as of the end of the most recent fiscal quarter, (4) such release would not have a material adverse effect on the homebuilding business of Toll Brothers, Inc. and its subsidiaries and (5) the Guarantor is released from its guaranty(ees) under the Revolving Credit Facility. In addition, if there are no guarantors under the Revolving Credit Facility, Guarantors under the Indenture, other than Toll Brothers, Inc., will be released from their Guarantees.

Further Issues

On January 31, 2012, the Issuer announced the pricing of a shelf offering (the “Shelf Offering”) of $300 million aggregate principal amount of its 5.875% Senior Notes due 2022, which notes will be guaranteed by the Guarantors. The new notes offered in the exchange offer will form part of the same series securities offered in the Shelf Offering. Completion of the Shelf Offering, which is scheduled to close on February 7, 2012, is an unwaivable condition to the exchange offer.

We reserve the right, from time to time without the consent of holders of the Senior Notes, to issue additional Senior Notes on terms and conditions identical to those of the Senior Notes, which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Senior Notes offered hereby.

Nothing contained in this prospectus shall constitute an offering of the Senior Notes pursuant to the Shelf Offering.

Optional Redemption

Prior to November 15, 2021, we may, at our option, redeem the Senior Notes in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

• 100% of the principal amount of the Senior Notes being redeemed, and

• the present value of the Remaining Scheduled Payments on the Senior Notes being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points.

We will also pay accrued interest on the Senior Notes to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months

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On and after November 15, 2021, the Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Senior Notes being redeemed to the redemption date.

If money sufficient to pay the redemption price of and accrued interest on the Senior Notes to be redeemed is deposited with the Trustee on or before the redemption date, on and after the redemption date interest will cease to accrue on the Senior Notes (or such portions thereof) called for redemption and such Senior Notes will cease to be outstanding.

In determining whether to redeem the Senior Notes, we will generally consider one or more of the following factors:

• prevailing interest rates;

• available cash; and

• other business considerations.

“Comparable Treasury Issue” means, with respect to the Senior Notes, the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means (A) Citigroup Global Markets Inc., Deutsche Bank Securities Inc. RBS Securities Inc. and SunTrust Robinson Humphrey Inc. (or their respective affiliates which are Primary Treasury Dealers), and any successor; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to any Senior Notes, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Senior Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

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Certain Covenants

Restrictions on Secured Debt. The Indenture provides that Toll Brothers Finance and Toll Brothers, Inc. will not, and will not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Senior Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt that is secured by:

(1) Security Interests in model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat or thereon;

(2) Security Interests in property at the time of its acquisition by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interests secure obligations assumed by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary, or in the property of a corporation or other entity at the time it is merged into or consolidated with Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects the property of Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary prior to such transaction);

(3) Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary;

(4) Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; and

(5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to Toll Brothers Finance, Toll Brothers, Inc. or to another Restricted Subsidiary that is wholly-owned (directly or indirectly) by Toll Brothers, Inc. or Security Interests securing Toll Brothers Finance Indebtedness owing to a Guarantor.

Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.

In addition, Toll Brothers Finance and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally and ratably securing the Senior Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Senior Notes have been equally and ratably secured) and (2) all Attributable Debt (as defined below) in respect of Sale and Lease-back Transactions (as defined below) (excluding Attributable Debt in respect of Sale and Lease-back Transactions as to which the provisions of clauses (1) through (3) described under “Restrictions on Sale and Lease-back Transactions” have been complied with) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the definition of Secured Debt, and will not restrict or limit Toll Brothers Finance’s or any Guarantors’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.

Restrictions on Sale and Lease-Back Transactions. The Indenture provides that Toll Brothers Finance and Toll Brothers, Inc. will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-back Transaction, unless:

(1) notice is promptly given to the Trustee of the Sale and Lease-back Transaction;

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(2) fair value is received by Toll Brothers Finance, Toll Brothers, Inc. or the relevant Restricted Subsidiary for the property sold (as determined in good faith by Toll Brothers, Inc. communicated in writing to the Trustee); and

(3) Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary, within 365 days after the completion of the Sale and Lease-back Transaction, applies, or enters into a definitive agreement to apply within such 365-day period, an amount equal to the net proceeds of such Sale and Lease-back Transaction:

• to the redemption, repayment or retirement of (a) senior notes of any series under the Existing Indentures (including the cancellation by the Trustee of any senior notes of any series delivered by Toll Brothers Finance to the Trustee), (b) Indebtedness of ours that ranks equally with the Senior Notes, including under the Bank Credit Facility, or (c) Indebtedness of any Guarantor that ranks equally with the Guarantee of such Guarantor, and/or

• to the purchase by Toll Brothers Finance, Toll Brothers, Inc. or any Restricted Subsidiary of property used in their respective trade or businesses.

This provision will not apply to a Sale and Lease-back Transaction that relates to a sale of a property that occurs within 180 days from the later of (x) the date of acquisition of the property by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary, (y) the date of the completion of construction of that property or (z) the date of commencement of full operations on that property. In addition, Toll Brothers Finance and the Guarantors may, without complying with the above restrictions, enter into a Sale and Lease-back Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) described in “Restrictions on Secured Debt” above and any Secured Debt in relation to which the Senior Notes have been equally and ratably secured) and (2) all Attributable Debt in respect of Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale and Lease-back Transactions as to which the provisions of clauses (1) through (3) above have been complied with) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

Change of Control Repurchase Event

If a change of control repurchase event occurs, unless we have exercised our right to redeem the Senior Notes as described above, we will make an offer to each holder of Senior Notes to repurchase all or any part (in amounts of $2,000 or in integral multiples of $1,000 in excess thereof) of that holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to the date of purchase. Within 30 days following any change of control repurchase event or, at our option, prior to any change of control, but after the public announcement of the change of control, we will mail a notice to each holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase Senior Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on the change of control repurchase event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under the Exchange Act to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the Senior Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the change of control repurchase event provisions of the Senior Notes by virtue of such conflict.

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On the change of control repurchase event payment date, we will, to the extent lawful:

1. accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to our offer;

2. deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Senior Notes or portions of Senior Notes properly tendered; and

3. deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Senior Notes being purchased by us.

The paying agent will promptly mail to each holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered; provided that each new Senior Note will be in a principal amount of $2,000 or an integral multiple of $1,000.

We will not be required to make an offer to repurchase the Senior Notes upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.

The term “below investment grade rating event” means the Senior Notes are rated below investment grade (defined below) by all three rating agencies on any date from the date of the public notice of an arrangement that could result in a change of control until the end of the 60-day period following public notice of the occurrence of a change of control (which period shall be extended so long as the rating of the Senior Notes is under publicly announced consideration for possible downgrade by any of the rating agencies); provided that a below investment grade rating event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a below investment grade rating event for purposes of the definition of change of control repurchase event) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the below investment grade rating event).

The term “change of control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of Toll Brothers, Inc.’s voting stock (defined below), measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (1) Toll Brothers Inc. becomes a wholly owned subsidiary of a holding company and (2) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction.

The term “change of control repurchase event” means the occurrence of both a change of control and a below investment grade rating event.

The term “Fitch” means Fitch Ratings.

The term “investment grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB-or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency (defined below) or rating agencies selected by us.

The term “Moody’s” means Moody’s Investors Service, Inc.

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The term “rating agency” means (1) each of Moody’s, Fitch and S&P; and (2) if any of Moody’s, Fitch or S&P ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available (for reasons outside of our control), a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Moody’s, Fitch or S&P, or all three, as the case may be.

The term “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

The term “voting stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Definitions

“Attributable Debt” means, with respect to a Sale and Lease-back Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding senior notes of all series issued by Toll Brothers Finance, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of us and the Guarantors under accounting principles generally accepted in the United States (less applicable reserves and other properly deductible items) after deducting therefrom:

(1) all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106;

(2) investments in subsidiaries that are not Restricted Subsidiaries; and

(3) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other tangible assets.

“Consolidated Net Worth” of any person means the consolidated stockholders’ equity of the person determined in accordance with accounting principles generally accepted in the United States.

“Existing Indentures” means (1) the Indenture dated as of November 22, 2002, among Toll Brothers Finance, the guarantors named therein and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, National Association), as trustee, as amended and supplemented by the First Supplemental Indenture through the Seventeenth Supplemental Indenture and as further amended and supplemented and (2) the Indenture dated as of April 20, 2009, among Toll Brothers Finance, the guarantors named therein and The Bank of New York Mellon, as trustee, as amended and supplemented by the resolutions dated as of April 20, 2009 authorizing the 8.910% Senior Notes due 2017 and the resolutions dated September 22, 2009 authorizing the 6.750% Senior Notes due 2019.

“Indebtedness” means (1) any liability of any person (A) for borrowed money, (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability

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arising in the ordinary course of business), (C) for the payment of money relating to a Capitalized Lease Obligation or (D) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (2) any liability of others described in the preceding clause (1) that such person has guaranteed or that is otherwise its legal liability; (3) all Indebtedness referred to in (but not excluded from) clauses (1) and (2) above of other persons and all dividends of other persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness; and (4) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (1), (2) and (3) above.

“Non-Recourse Indebtedness” means Indebtedness or other obligations secured by a lien on property to the extent that the liability for the Indebtedness or other obligations is limited to the security of the property without liability on the part of Toll Brothers, Inc., Toll Brothers Finance or any Restricted Subsidiary (other than the Restricted Subsidiary which holds title to the property) for any deficiency.

“Redeemable Capital Stock” means any capital stock of Toll Brothers Finance, Toll Brothers, Inc. or any subsidiary of Toll Brothers, Inc. that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (1) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the Senior Notes or (2) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (3) is convertible into or exchangeable for debt securities at any time prior to such final stated maturity.

“Restricted Subsidiary” means any Guarantor other than Toll Brothers, Inc.

“Revolving Credit Facility” means the Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc. and the Lenders named therein dated October 22, 2010, and any related documents (including, without limitation, any guarantees or security documents), as such agreements (and such related documents) may be amended, restated, supplemented, renewed, replaced by the existing lenders or by successors or otherwise modified from time to time, including any agreement(s) extending the maturity of or refinancing or refunding all or any portion of the indebtedness or increasing the amount to be borrowed under such agreement(s) or any successor agreement(s), whether or not by or among the same parties.

“Sale and Lease-back Transaction” means a sale or transfer made by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary (except a sale or transfer made to Toll Brothers Finance, Toll Brothers, Inc. or another Restricted Subsidiary) of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary for more than a three-year term.

“Secured Debt” means any Indebtedness which is secured by (1) a Security Interest in any of the property of Toll Brothers Finance, Toll Brothers, Inc. or any Restricted Subsidiary or (2) a Security Interest in shares of stock owned directly or indirectly by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary in a corporation or in equity interests owned by Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in Toll Brothers, Inc.’s rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which Toll Brothers Finance, Toll Brothers, Inc. or a Restricted Subsidiary has an equity interest; provided that “Secured Debt” shall not include Non-Recourse Indebtedness, as such categories of assets are determined in accordance with accounting principles generally accepted in the United States. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.

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“Security Interests” means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation.

“Significant Subsidiary” means any Subsidiary (1) whose revenues exceed 10% of Toll Brothers, Inc.’s total revenues, in each case for the most recent fiscal year, or (2) whose net worth exceeds 10% of Toll Brothers, Inc.’s total stockholders’ equity, in each case as of the end of the most recent fiscal year.

“Subsidiary” means any person of which Toll Brothers, Inc., at the time of determination by Toll Brothers, Inc., directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.

“Voting Stock” means any class or classes of capital stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

Consolidation, Merger and Sale of Assets

Neither Toll Brothers Finance nor any of the Guarantors will consolidate with or merge with or into or sell, assign, transfer or lease all or substantially all of its assets to another person unless:

(1) such person is a corporation, in the case of Toll Brothers Finance or Toll Brothers, Inc., or any other legal entity in the case of any other Guarantor, organized under the laws of the United States of America or any state thereof;

(2) such person assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Toll Brothers Finance or such Guarantor, as the case may be, relating to the Senior Notes or, the Guarantee, as the case may be, and the Indenture; and

(3) immediately after the transaction no Default or Event of Default exists; provided that this clause (3) will not restrict or be applicable to a consolidation, merger, sale, assignment, transfer or lease of a Guarantor with or into Toll Brothers Finance, Toll Brothers, Inc. or another Subsidiary that is, or concurrently with the completion of such consolidation, merger, sale, assignment, transfer, or lease becomes, a Guarantor.

Upon any such consolidation, merger, sale, assignment or transfer (including any merger, sale, assignment, transfer or consolidation described in the proviso at the end of the immediately preceding clause), the successor corporation or legal entity, as applicable, will be substituted for Toll Brothers Finance or such Guarantor, as applicable, under the Indenture. The successor may then exercise every power and right of Toll Brothers Finance or such Guarantor, as applicable, under the Indenture, and Toll Brothers Finance or such Guarantor, as applicable, will be released from all of its respective liabilities and obligations in respect of the Senior Notes or the Guarantee, as applicable, and the Indenture. If Toll Brothers Finance or any Guarantor leases all or substantially all of its assets, the lessee will be the successor to Toll Brothers Finance or such Guarantor, as applicable, and may exercise every power and right of Toll Brothers Finance or such Guarantor, as the case may be, under the Indenture, but Toll Brothers Finance or such Guarantor, as the case may be, will not be released from its respective obligations to pay the principal of and premium, if any, and interest, if any, on the Senior Notes.

Events of Default

Each of the following is an Event of Default with respect to the Senior Notes under the Indenture:

(1) the failure by Toll Brothers Finance or a Guarantor to pay interest on the Senior Notes when the same becomes due and payable and the continuance of any such failure for a period of 30 days;

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(2) the failure by Toll Brothers Finance or a Guarantor to pay the principal of the Senior Notes when the same becomes due and payable at maturity, upon acceleration or otherwise;

(3) the failure by Toll Brothers Finance, Toll Brothers, Inc. or any Guarantor which is a Significant Subsidiary to comply with any of its agreements or covenants in, or provisions of, the Senior Notes, the Guarantees (as they relate to the Senior Notes) or the Indenture (as they relate to the Senior Notes), other than a failure specifically dealt with elsewhere in the Indenture, and such failure shall not have been remedied within 60 days after receipt of written notice of such failure by Toll Brothers Finance and Toll Brothers, Inc. from the Trustee or by Toll Brothers Finance, Toll Brothers, Inc. and the Trustee from the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes;

(4) any default under an instrument evidencing or securing any of Toll Brothers Finance’s Indebtedness or the Indebtedness of any Guarantor (other than Non-Recourse Indebtedness) aggregating $10,000,000 or more in aggregate principal amount, resulting in the acceleration of such Indebtedness, or due to the failure to pay such Indebtedness at maturity upon acceleration or otherwise;

(5) any Guarantee with respect to the Senior Notes by Toll Brothers, Inc. or a Guarantor that is a Significant Subsidiary shall for any reason cease to be, or be asserted in writing by Toll Brothers, Inc. or such Guarantor or Toll Brothers Finance, as applicable, not to be, in full force and effect and enforceable in accordance with its terms (other than by reason of the termination of the Indenture or the release or discharge of any such Guarantee in accordance with the terms of the Indenture); provided, however, that if Toll Brothers, Inc. or such Guarantor or Toll Brothers Finance, as applicable, asserts in writing that such Guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this paragraph if (A) such written assertion is accompanied by an opinion of counsel of each of Toll Brothers Finance, Toll Brothers, Inc. and such Guarantor to the effect that, as a matter of law, the defect or defects rendering such Guarantee unenforceable can be remedied within 10 days of the date of such assertion, (B) each of Toll Brothers Finance and Toll Brothers, Inc. delivers an officers’ certificate to the effect that Toll Brothers, Inc., such Guarantor or Toll Brothers Finance, as applicable, represents that such defect or defects shall be so remedied within such 10-day period, and (C) such defect or defects are in fact so remedied within such 10-day period; and

(6) certain events of bankruptcy, insolvency or reorganization involving us, Toll Brothers, Inc. or any Significant Subsidiary.

We may cure any Event of Default that relates exclusively to a Guarantor other than Toll Brothers, Inc. to the extent such Guarantor is released from its Guarantee to the extent permitted by the provisions of the Indenture.

The Indenture provides that if an Event of Default (other than an Event of Default described in clause (6) above) shall have occurred and be continuing, either the Trustee by notice to Toll Brothers Finance and Toll Brothers, Inc., or the holders of at least 25% in aggregate principal amount of Senior Notes then outstanding by notice to Toll Brothers Finance, Toll Brothers, Inc. and the Trustee, may declare the principal amount of all the Senior Notes and interest, if any, accrued thereon to be due and payable immediately. If an Event of Default with respect to Toll Brothers Finance, Toll Brothers, Inc. or any Significant Subsidiary specified in clause (6) above occurs, all amounts due and payable on the Senior Notes will become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee, Toll Brothers Finance, Toll Brothers, Inc. or any holder. Holders of a majority in principal amount of the then outstanding Senior Notes may rescind an acceleration with respect to the Senior Notes and its consequence (except an acceleration due to nonpayment of principal or interest on the Senior Notes) if the rescission would not conflict with any judgment or decree and if all past Events of Default have been cured or waived.

No such rescission shall extend to or shall affect any subsequent Event of Default, or shall impair any right or power consequent thereon.

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The Trustee, subject to the duty of the Trustee during default to act with the required standard of care, will be entitled to be indemnified by the holders of the Senior Notes before proceeding to exercise any right or power under the Indenture at the request of the holders of the Senior Notes. The Indenture also provides that the holders of a majority in principal amount of the outstanding Senior Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

No holder of Senior Notes will have any right to institute any proceeding with respect to the Indenture or pursue any remedy thereunder, unless: (1) the holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Senior Notes, (2) the holders of at least 25% in aggregate principal amount of the outstanding Senior Notes shall have made written request, and offered indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee to pursue the remedy, (3) the Trustee shall have failed to comply with the request for 60 days after its receipt of such notice and offer of indemnity and (4) no written request inconsistent with such written request has been given to the Trustee during the 60-day period by the holders of a majority in aggregate principal amount of the outstanding Senior Notes under the Indenture. However, any right of a holder of Senior Notes to receive payment of the principal of and any interest on the Senior Notes on or after the dates expressed in the Senior Notes or to bring suit for the enforcement of any such payment on or after such dates shall be absolute and unconditional and shall not be impaired or affected without the consent of such holder.

The Indenture contains a covenant that Toll Brothers Finance and Toll Brothers, Inc. each will file with the Trustee within 120 days after the end of their respective fiscal years, a certificate as to the absence of any Default or specifying any Default that exists.

Modification and Waiver

Toll Brothers Finance and the Trustee, with the written consent of the holders of at least a majority of the principal amount of the outstanding Senior Notes affected by the amendment, may execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the Indenture or modifying the rights of the holders of the Senior Notes, except that no such supplemental indenture may, without the consent of the holder of each outstanding Senior Note affected by the supplemental indenture, among other things:

(1) change the final maturity of the Senior Notes, or reduce the rate or extend the time of payment of interest on the Senior Notes, or reduce the principal amount of the Senior Notes, or impair the right to institute suit for payment of the Senior Notes;

(2) reduce the percentage of Senior Notes, the consent of the holders of which is required for any such supplemental indenture, for any waiver of compliance with certain provisions of the Indenture or certain Defaults under the Indenture and their consequences provided in the Indenture or any other covenant or provision;

(3) modify any of the provisions regarding the modification of the Indenture, waivers of past Defaults or Events of Default in the payment of principal of, premium if any, or interest on any of the Senior Notes and waivers of certain covenants, except to increase any percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Senior Notes affected thereby;

(4) alter the provisions (including related definitions) with respect to redemption of Senior Notes or Toll Brothers Finance’s duty to offer to purchase or redeem such Senior Notes pursuant to the resolutions authorizing the Senior Notes or the Indenture;

(5) modify the ranking or priority of the Senior Notes or the related Guarantees in a manner adverse to the holders of Senior Notes; or

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(6) make any Senior Note payable at a place or in money other than that stated in the Senior Note.

The holders of a majority in principal amount of the outstanding Senior Notes may, on behalf of the holders of all Senior Notes, waive any past Default under the Indenture relating to the Senior Notes without notice to any holder. However, without the consent of the holders of the Senior Notes affected, no amendment, supplement or waiver, including any waiver of past Defaults as permitted in the Indenture, will effect any of the actions contemplated by the immediately preceding clauses (1) through (6). Each series of debt securities issued under the Indenture will vote as a separate class.

Neither our Board of Directors nor the Board of Directors of any Guarantor has the power to waive any of the covenants of the Indenture including those relating to consolidation, merger or sale of assets.

We and the Trustee may modify or amend provisions of the Indenture, the Guarantees or the Senior Notes without notice to or the consent of any holder of for any of the following purposes:

(1) to evidence the succession of another person to Toll Brothers Finance or any Guarantor under the Indenture, the Guarantees or the notes, respectively;

(2) to add to our covenants or the covenants of any Guarantor for the benefit of the holders of the Senior Notes or to surrender any right or power conferred upon us or such Guarantor by the Indenture;

(3) to add Events of Default for the benefit of the holders of the Senior Notes;

(4) to change or eliminate any provisions of the Indenture, provided that any such change or elimination shall become effective only when there are no outstanding Senior Notes;

(5) to secure any Senior Notes or Guarantees under the Indenture;

(6) to establish the form or terms of the senior notes or Guarantees of any new series;

(7) to add Guarantors;

(8) to provide for the acceptance of appointment by a successor Trustee or facilitate the administration of the trusts under the Indenture by more than one Trustee;

(9) to close the Indenture to authentication and delivery of additional series of senior notes;

(10) to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Senior Notes, provided that such action shall not adversely affect the rights of the holders of the Senior Notes;

(11) to remove a Guarantor with respect to any Senior Notes which, in accordance with the terms of the Indenture, ceases to be liable in respect of its Guarantee;

(12) to cure any ambiguity, omission, defect or inconsistency in the Indenture, provided that such action does not adversely affect the interests of holders of the Senior Notes;

(13) to provide that specific provisions of the Indenture will not apply to a series not previously issued under the Indenture;

(14) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; and

(15) to make any other change that does not adversely affect the interests of holders of the Senior Notes.

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Defeasance Provisions

Defeasance and Discharge. The Indenture provides that we will be discharged from any and all obligations with respect to the outstanding Senior Notes (except for certain obligations to register the transfer or exchange of the Senior Notes, replace stolen, lost, destroyed or mutilated Senior Notes, maintain offices or agencies and hold moneys for payment in trust) upon the deposit with the Trustee, in trust, of money in U.S. Dollars, U.S. government obligations or a combination thereof which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest on, and any mandatory sinking fund payments with respect to, the outstanding Senior Notes on the stated maturity date of the payments in accordance with the terms of the Indenture and the Senior Notes. This type of discharge may only occur if we deliver to the Trustee an opinion of counsel to the effect that there has been a change in applicable federal income tax law or we have received from, or there has been published by, the United States Internal Revenue Service a ruling to the effect that the holders of the Senior Notes will not recognize income, gain or loss for federal income tax purposes as a result of that discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if the discharge had not occurred. In order to be discharged the deposit of cash in U.S. Dollars and/or U.S. government obligations will not result in a Default under the Indenture, or constitute a default under any material instrument to which Toll Brothers Finance, Toll Brothers, Inc. or any of the Subsidiaries is a party or by which they or any of their property are bound. In addition, this type of discharge may only occur so long as no Event of Default or event which, with notice or lapse of time, would become an Event of Default with respect to the Senior Notes has occurred and is continuing on the date cash in U.S. Dollars and/or U.S. government obligations are deposited in trust and other conditions specified in the Indenture are satisfied. The term “government obligations” means securities of the government which issued the currency in which the Senior Notes are denominated or in which interest is payable or of government agencies backed by the full faith and credit of that government.

Defeasance of Certain Covenants. The Indenture also provides that we may omit to comply with certain covenants described above under “Certain Covenants” and “Consolidation, Merger and Sale of Assets” with respect to the Senior Notes if we comply with the following conditions and the Senior Notes shall thereafter be deemed not “outstanding” for the purpose of any direction, waiver, consent or declaration or act of the holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes under the Indenture. In order to exercise this option, we will be required to deposit with the Trustee money in U.S. Dollars, U.S. government obligations or a combination thereof which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of (and premium, if any) and interest on the outstanding Senior Notes on the stated maturity date of the payments in accordance with the terms of the Indenture and the Senior Notes. In order to be discharged, the deposit of cash and/or government obligations must not result in a Default under the Indenture, or constitute a default under any material instrument to which Toll Brothers Finance, Toll Brothers, Inc. or any of the Subsidiaries is a party or by which they or any of their property are bound. In addition, this type of discharge may only occur so long as no Event of Default or event which, with notice or lapse of time, would become an Event of Default with respect to the Senior Notes has occurred and is continuing on the date cash and/or government obligations are deposited in trust and other conditions specified in the Indenture are satisfied. We will also be required to deliver to the Trustee an opinion of counsel to the effect that the deposit and related covenant defeasance will not cause the holders of the Senior Notes to recognize income, gain or loss for federal income tax purposes and that those holders will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if the deposit and covenant defeasance had not occurred, and to satisfy other conditions specified in the Indenture.

Covenant Defeasance and Events of Default. In the event we exercise our option to effect covenant defeasance with respect to the Senior Notes and the Senior Notes are declared due and payable because of the occurrence of any Event of Default, the amount of money and government obligations on deposit with the Trustee will be sufficient to pay amounts due on the senior notes of that series at the time of their stated maturity dates but may not be sufficient to pay amounts due on the Senior Notes at the time of the acceleration resulting from such Event of Default. However, we will remain liable for such payments.

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Governing Law

The Indenture, the Senior Notes and the Guarantees will be governed by the laws of the State of New York.

Regarding the Trustee

The Bank of New York Mellon is the trustee under the Indenture pursuant to which the Senior Notes will be issued. The Bank of New York Mellon is also trustee under the indenture pursuant to which Toll Brothers Finance’s 8.910% Senior Notes due 2017 and 6.750% Senior Notes due 2019 were issued and, as successor to J.P. Morgan Trust Company, National Association, the successor to Bank One Trust Company, N.A., trustee under the indentures pursuant to which Toll Brothers Finance’s 6.875% Senior Notes due 2012, 5.95% Senior Notes due 2013, 4.95% Senior Notes due 2014 and 5.15% Senior Notes due 2015 were issued.

Global Notes and Book-Entry System

The Senior Notes will be issued in the form of one or more registered notes in global form, without interest coupons. Such global notes will be deposited on the issue date with DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the Trustee under the Indenture pursuant to the FAST Balance Certificate Agreement between DTC and the Trustee. Beneficial interests in the global notes may not be exchanged for certificated notes except in the circumstances described below. All interests in global notes may be subject to the procedures and requirements of DTC.

Exchanges of beneficial interests in one global security for interests in another global security will be subject to the applicable rules and procedures of DTC and its direct and indirect participants. Any beneficial interest in one of the global notes that is transferred to a person who takes delivery in the form of an interest in another global security will, upon transfer, cease to be an interest in that global security and become an interest in the global security to which the beneficial interest is transferred and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in the global security to which the beneficial interest is transferred for as long as it remains an interest in that global security.

The descriptions of the operations and procedures of DTC set forth below are based on materials made available by DTC. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities for persons who have accounts with DTC (“participants”) and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, which eliminates the need for physical movement of certificates. Participants include both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a direct or indirect custodial relationship with a participant (“indirect participants”). Investors who are not participants may beneficially own Senior Notes held by or on behalf of DTC only through participants or indirect participants. The rules applicable to DTC and its participants are on file with the Commission.

Upon the issuance of the global note, DTC or its custodian will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by the global note to the accounts of the persons who have accounts with DTC. Such accounts initially will be designated by or on behalf of the initial

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purchasers. Ownership of beneficial interests in the global note will be limited to participants or persons who hold interests through participants. Ownership of beneficial interests in the global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants and indirect participants (with respect to interests of persons other than participants).

So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee, as the case may be, will be considered the sole record owner or holder of the Senior Notes represented by a global note for all purposes under the Indenture and the Senior Notes. Except as set forth herein, owners of beneficial interests in a global note will not be entitled to have Senior Notes represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of Senior Notes in definitive certificated form, and will not be considered holders of the Senior Notes for any purposes under the Indenture.

Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person directly or indirectly owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, if we request any action of holders or any owner of a beneficial interest in a global note desires to give any notice or take any action that a holder is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interests to give such notice or take such action, and such participants would authorize beneficial owners owning through such participants to give such notice or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Payments of the principal of, premium, if any, and interest on a global note will be made to DTC or its nominee, as the case may be, as the registered owner. Neither we, the Trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a global note will credit participants’ accounts with payments in amounts proportionate to their respective beneficial ownership interests in the principal amount of such global note, as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in a global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for such payments.

The Indenture provides that, if the Depository notifies us that it is unwilling or unable to continue as depository for the global notes or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depository within 90 days, or if there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Senior Notes, then we will issue certificated notes in exchange for the global note. In addition, we may at any time and in our sole discretion determine not to have the Senior Notes represented by a global note and, in such event, will issue certificated notes in exchange for the global note. In any such instance, an owner of a beneficial interest in a global note will be entitled to physical delivery of certificated notes equal in principal amount to its beneficial interest and to have the certificated notes registered in its name. We expect that instructions for registering the certificated notes would be based upon directions received from the Depository with respect to ownership of the beneficial interests in a global note.

Although DTC has agreed to the procedures described above in order to facilitate transfers of interests in a global note among participants of DTC, it is under no obligation to perform such procedures and such procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Simpson Thacher & Bartlett LLP, subject to all qualifications, assumptions and limitations stated herein, the following are the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (each term as defined below and in the aggregate referred to as “Holders”) of the exchange of old notes for the new notes pursuant to the exchange offer and the ownership and disposition of the new notes acquired in the exchange offer. This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury regulations promulgated under the Code, and administrative rulings and judicial decisions, in each case as of the date hereof. These authorities are subject to differing interpretations and may be changed, perhaps retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not obtained, nor do we intend to obtain, a ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary assumes that the old notes are, and the new notes will be, held as capital assets within the meaning of Section 1221 of the Code. This summary does not address other U.S. federal tax laws (such as Medicare contribution tax laws and estate and gift tax laws) or the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction. In addition, this summary does not address all tax considerations that may be applicable to a particular Holder’s circumstances or to Holders that may be subject to special tax rules, including, without limitation, Holders subject to the alternative minimum tax, banks, insurance companies or other financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of tax accounting for their securities holdings, U.S. Holders whose “functional currency” is not the U.S. dollar, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, partnerships or other pass-through entities for U.S. federal income tax purposes, Holders holding the old notes or the new notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction, Holders deemed to sell the old notes or the new notes under the constructive sale provisions of the Code, or subsequent purchasers of the new notes.

For purposes of this discussion, a U.S. Holder is a beneficial owner of the old notes or the new notes that is, for U.S. federal income tax purposes: (i) a citizen or individual resident of the United States, (ii) a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if its administration is subject to the primary supervision of a U.S. court and one or more United States persons have the authority to control all substantial decisions of the trust, or if it has made a valid election under applicable Treasury regulations to be treated as a United States person.

For purposes of this discussion, a Non-U.S. Holder is a beneficial owner of old notes or the new notes that is neither a U.S. Holder nor a partnership or other entity treated as a partnership for U.S. federal income tax purposes.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds the old notes or the new notes, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding the old notes or the new notes, you should consult your tax advisor regarding the tax consequences of the exchange offer and the ownership of the new notes.

This summary is for general information purposes only, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Holder. You are urged to consult your own tax advisor with regard to the application of the U.S. federal income tax laws, as well as the application of non-income tax laws and the laws of any state, local or non-U.S. taxing jurisdiction, to your particular situation.

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Qualified Reopening

If, as we believe will be the case, on the date that is seven days before the Settlement Date, the yield of the notes issued in the Shelf Offering (based on fair market value) is not more than 110% of their coupon rate, the new notes will be treated as having been issued in a “qualified reopening” of the notes issued in the Shelf Offering for U.S. federal income tax purposes. We will announce by press release or public announcement no later than 9:00 a.m., New York City time, on the Expiration Date whether this condition has been satisfied (see “The Exchange Offer—Conditions of the Exchange Offer”), and the following discussion assumes this condition will be satisfied and, thus, that the new notes will be treated as having been issued in a “qualified reopening.” Consequently, the new notes will be part of the same issue as the notes issued in the Shelf Offering, and will have the same issue date and the same issue price as those notes. The issue price of the notes issued in the Shelf Offering will be the first price at which a substantial amount of those notes is sold for cash (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers).

Tax Consequences to U.S. Holders

The following discussion is a summary of the material U.S. federal income tax consequences that will apply to you if you are a U.S. Holder that exchanges old notes for the new notes in the exchange offer.

Tax Consequences of the Exchange

You will recognize gain or loss in full upon the exchange of old notes for the new notes unless the exchange qualifies as a recapitalization for U.S. federal income tax purposes. In order for the exchange to qualify as a recapitalization, the old notes and the new notes must both be treated as “securities” under the relevant provisions of the Code. Neither the Code nor the Treasury regulations define the term security. Whether a debt instrument is a security is based on all of the facts and circumstances, but most authorities have held that the term to maturity of the debt instrument is one of the most significant factors. In this regard, debt instruments with a term of ten years or more generally have qualified as securities, whereas debt instruments with a term of less than five years generally have not qualified as securities. Each of the old notes had, and the new notes will have, an initial term of approximately ten years.

Accordingly, the old notes and the new notes will be treated as securities, and, thus, the exchange of the old notes for the new notes will be treated as a recapitalization for U.S. federal income tax purposes. In a recapitalization, you may recognize gain (but not loss) on the exchange of the old notes for new notes. To the extent the principal amount of the new notes you receive (excluding any new notes attributable to accrued and unpaid interest on the old notes) exceeds the principal amount of the old notes surrendered, you will be treated as receiving “excess principal amount” in the exchange. Any gain recognized will equal the lesser of (i) the amount of gain realized on the exchange (computed in the manner described below with respect to the treatment of the exchange if it does not qualify as a recapitalization) and (ii) the fair market value of the excess principal amount plus any Cash Rounding Amount (excluding any amounts attributable to accrued and unpaid interest on the old notes). Subject to the discussion under “—Market Discount” below, the gain will be capital gain. Capital gain will be long-term capital gain if you held the old notes for more than one year prior to the date of the exchange. Long-term capital gain of non-corporate U.S. Holders (including individuals) may be taxed at preferential rates.

You will have a tax basis in the new notes (excluding any new notes attributable to accrued and unpaid interest on the old notes) equal to your adjusted tax basis in the old notes surrendered, increased by the gain recognized on the exchange. Your holding period for such new notes received will include your holding period for the old notes. Your tax basis in any new notes attributable to accrued and unpaid interest on the old notes will equal the amount of such accrued and unpaid interest, and you will begin a new holding period for such new notes.

There can be no assurance, however, that the IRS will not challenge the treatment of the exchange of old notes for new notes as a recapitalization. If any such challenge were to succeed, you would recognize gain or loss

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equal to the difference between the “issue price” of the new notes plus any Cash Rounding Amount received (excluding any amounts attributable to accrued and unpaid interest on the old notes) and your adjusted tax basis in the old notes. Your adjusted tax basis in the old notes will equal the amount paid therefor, increased by market discount, if any, previously included in income and reduced by any bond premium previously amortized. The issue price of the new notes should be equal to the issue price of the notes issued in the Shelf Offering, as described above under “Qualified Reopening.” As described below under “—Pre-Issuance Accrued Interest,” however, we also intend to treat the issue price of the new notes as having been reduced by the amount of pre-issuance accrued interest on the new notes in accordance with applicable Treasury regulations. Subject to the discussion under “—Market Discount” below, any gain or loss recognized in the exchange would be a capital gain or loss. Your tax basis in the new notes (excluding any new notes attributable to accrued and unpaid interest on the old notes) would equal the issue price of the new notes, and you would begin a new holding period for the new notes. Your tax basis in any new notes attributable to accrued and unpaid interest on the old notes would equal the amount of such accrued and unpaid interest,

If you hold old notes with differing tax bases and/or holding periods, the preceding rules must be applied separately to each identifiable block of old notes.

Regardless of whether the exchange of any old notes for the new notes qualifies as a recapitalization, the amount attributable to all accrued and unpaid interest on an old note will be includable in your gross income as interest income if such accrued interest had not been included previously in your gross income for U.S. federal income tax purposes.

Pre-Issuance Accrued Interest. If your old notes are accepted in the exchange offer you will receive payment in cash of the accrued and unpaid interest on such old notes to, but not including, the Settlement Date, less the amount of accrued and unpaid interest on the new notes issued to you on the Settlement Date (such accrued and unpaid interest on the new notes, “pre-issuance accrued interest”). Pre-issuance accrued interest will be included in the accrued interest to be paid on the new notes on the first interest payment date after the issuance of the new notes. In accordance with applicable Treasury regulations, for U.S. federal income tax purposes, we will treat the new notes as having been issued for a price that does not include any pre-issuance accrued interest. If the new notes are so treated, the portion of the first stated interest payment equal to the pre-issuance accrued interest will be deemed to be a non-taxable return of pre-issuance accrued interest and, accordingly will not be taxable as interest on the new notes.

Market Discount. You will be considered to have acquired an old note with “market discount” if the stated principal amount of such old note exceeded your initial tax basis for such old note by more than a de minimis amount. If your old notes were acquired with market discount, any gain recognized on the exchange of old notes for the new notes will be treated as ordinary income (and will not receive capital gain treatment) to the extent of the market discount accrued during your period of ownership, unless you previously had elected to include market discount in income as it accrued for U.S. federal income tax purposes. In addition, if the exchange qualifies as a recapitalization (i) any accrued market discount on such old notes that was not previously included in income will generally carry over to the new notes and (ii) the new notes you receive would also be treated as acquired at a market discount (in addition to, and without duplication of, any market discount from clause (i)) if the stated principal amount of the new notes exceeds your initial tax basis for such new notes by more than a de minimis amount. U.S. Holders who acquired their old notes other than at original issuance should consult their tax advisors regarding the possible application of the market discount rules of the Code to a tender of old notes pursuant to the exchange offer.

Tax Consequences of the Ownership of the New Notes

Payments of Interest. Interest on a new note will be taxed to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for U.S. federal income tax purposes.

Market Discount. If your new note has market discount (see “Tax Consequences of the Exchange—Market Discount” above), under the market discount rules, you will be required to treat any gain on the sale, exchange or

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retirement of the new note as ordinary income to the extent of the market discount that is treated as having accrued on the new note at the time of the sale, exchange or retirement, and which you have not previously included in income.

In addition, if you are treated as having acquired new notes at a market discount, you may be required to defer, until the maturity of the new notes or their earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the new notes. Under certain circumstances, you may elect, on a debt instrument-by-debt instrument basis, to deduct the deferred interest expense in tax years prior to the year of disposition. You should consult your own tax advisor before making this election.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the new note unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rules described above regarding the treatment of gain to the extent of market discount and the deferral of interest deductions will not apply.

Amortizable Bond Premium. If your initial tax basis in the new notes is greater than their stated principal amount, you will be considered to have acquired the new notes with “amortizable bond premium.” You may elect to amortize the premium over the remaining term of the new notes on a constant yield method as an offset to interest when includible in income under your regular accounting method. However, because the new notes may be redeemed by us prior to maturity at a premium, special rules apply that may reduce or eliminate the amount of premium that you may amortize with respect to a new note. You should consult your tax advisor about these special rules.

If you do not elect to amortize the premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the new notes. An election to amortize premium on a constant yield method will also apply to all other taxable debt instruments held or subsequently acquired by you on or after the first day of the first taxable year for which the election is made. Such an election may not be revoked without the consent of the IRS. You should consult your tax advisor about this election.

Sale, Exchange or Retirement of the New Notes. Unless a non-recognition provision applies, you will recognize taxable gain or loss upon a sale, exchange or retirement of a new note in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received (less an amount equal to any accrued but unpaid stated interest, which will be taxed in the manner described above under “—Payments of Interest”) and (ii) your adjusted tax basis in the new note. Your adjusted tax basis in a new note will be your initial tax basis in the new note, increased by any market discount previously included in income, and reduced by any amortized bond premium.

Any gain or loss on the sale, exchange or retirement of a new note will be capital gain or loss (although all or a portion of any recognized gain could be subject to ordinary income treatment if there is any accrued market discount on the new note that has not been included in income at the time of the sale, exchange or retirement, as discussed above under “—Market Discount”) and will be long-term capital gain or loss if the new note has a holding period of more than one year at the time of the sale, exchange or retirement. If you are a non-corporate U.S. Holder (including an individual), long-term capital gains are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Tax Consequences to Non-U.S. Holders

The following discussion is a summary of the material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder that that exchanges old notes for the new notes in the exchange offer. For purposes of the following discussion, interest does not include any pre-issuance accrued interest excluded from the issue price of the new notes, as discussed above under “Tax Consequences to U.S. Holders—Tax Consequences of the Exchange—Pre-Issuance Accrued Interest.”

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Tax Consequences of the Exchange

You will not be subject to tax on any gain recognized on the exchange of old notes for the new notes (determined as described above under “Tax Consequences to U.S. Holders—Tax Consequences of the Exchange”) unless:

• the gain is effectively connected with the conduct of a trade or business in the United States by you (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment that you maintain), in which case the gain will be subject to tax as described below under “Tax Consequences of the Ownership of the New Notes—Effectively Connected Interest and Gain”; or

• you are an individual who is present in the United States for 183 days or more in the taxable year of the exchange, and certain other conditions are met, in which case the gain (net of certain U.S. source capital losses) will be subject to a flat 30% tax, unless an applicable income tax treaty provides otherwise.

Any amounts received by you that are attributable to accrued and unpaid interest on the old notes will be treated in the same manner as described below under “Tax Consequences of the Ownership of the New Notes—Payments of Interest.”

Tax Consequences of the Ownership of the New Notes

Payments of Interest. U.S. federal withholding tax will not apply to any payment of interest on the new notes under the “portfolio interest rule,” provided that: (i) such interest is not effectively connected with the conduct of a trade or business in the United States by you; (ii) you do not actually or constructively own 10% or more of our voting stock; (iii) you are not a controlled foreign corporation that is actually or constructively related to us through stock ownership; (iv) you are not a bank receiving interest on a loan agreement entered into in the ordinary course of your trade or business; and (v) you have provided a validly completed IRS Form W-8BEN (or other applicable form) establishing that you are not a United States person as defined under the Code (or you satisfy certain documentary evidence requirements for establishing that you are not a United States person).

If you cannot satisfy the requirements described above, payments of interest on the new notes made to you will be subject to a 30% U.S. federal withholding tax, unless you provide us (or our paying agent) with a properly executed (i) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or (ii) IRS Form W-8ECI (or other applicable form) certifying that interest paid on the new notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

Sale, Exchange or Retirement of the New Notes. Any gain realized upon the sale, exchange or retirement of a new note will not be subject to U.S. federal income tax unless:

• the gain is effectively connected with the conduct of a trade or business in the United States by you (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment that you maintain), in which case the gain will be subject to tax as described below under “—Effectively Connected Interest and Gain”; or

• you are an individual who is present in the United States for 183 days or more in the taxable year of that sale, exchange or retirement, and certain other conditions are met, in which case the gain (net of certain U.S. source capital losses) will be subject to a flat 30% tax, unless an applicable income tax treaty provides otherwise.

To the extent proceeds from the sale, exchange or retirement of a new note represent accrued and unpaid interest, you will be subject to U.S. federal income tax with respect to such accrued and unpaid interest in the same manner as described above under “—Payments of Interest.”

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Effectively Connected Interest and Gain. If you are engaged in a trade or business in the United States and interest on, or gain realized upon the disposition of, the new notes is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment that you maintain), then you will be subject to U.S. federal income tax on that interest or gain on a net income basis (although you will be exempt from the 30% U.S. federal withholding tax on interest, provided the certification requirements discussed above are satisfied) in the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such interest or gain, subject to adjustments.

Backup Withholding and Information Reporting

U.S. Holders

Information reporting requirements may apply to the exchange of old notes for the new notes, and such requirements will apply to payments of principal and interest on, or proceeds from a disposition (including a retirement or redemption) of, the new notes (unless, in each case, you are an exempt recipient such as a corporation).

Backup withholding may apply to the exchange of old notes for the new notes or any such payments described in the preceding paragraph if you fail to provide a taxpayer identification number or a certification that you are not subject to backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders

We must report to the IRS and to you the amount of paid to you with respect to the old notes or the new notes, and the amount of tax, if any, withheld with respect to such payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

You will not be subject to backup withholding with respect to the exchange of old notes for the new notes or interest that we pay to you on the old notes or the new notes, provided that we (or our paying agent) do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and you have provided a validly completed IRS Form W-8BEN (or other applicable form) establishing that you are not a United States person (or you satisfy certain documentary evidence requirements for establishing that you are not a United States person).

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition (including a retirement or redemption) of the new notes made within the United States or conducted through certain United States-related financial intermediaries, unless you certify to the payor under penalties of perjury that you are not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that you are a United States person), or you otherwise establish an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Non-Exchanging Holders

If you are a Holder of old notes that does not participate in the exchange offer, you will not recognize any gain or loss for U.S. federal income tax purposes as a result of the completion of the exchange offer, and your adjusted tax basis and holding period for such old notes will be similarly unaffected by the completion of the exchange offer.

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LEGAL MATTERS

Certain legal matters relating to the validity of the securities offered by this prospectus will be passed upon by Simpson Thacher & Bartlett LLP, New York, New York and John McDonald, Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2011, and the effectiveness of our internal control over financial reporting as of October 31, 2011, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

WeiserMazars LLP, independent registered public accounting firm, has audited the consolidated financial statements of TMF Kent Partners, LLC and subsidiaries, and the financial statements of KTL 303 LLC as of October 31, 2011 and for the year then ended, included in our Annual Report on Form 10-K for the year ended October 31, 2011, which are incorporated by reference in this registration statement. Such financial statements are incorporated by reference in reliance on WeiserMazars LLP’s reports, given on their authority as experts in accounting and auditing.

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PART II

Information Not Required In Prospectus

Item 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Under our Certificate of Incorporation and bylaws, the Company is obligated to indemnify and hold harmless any Director, officer or employee of the Company to the fullest extent permitted by law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against expenses (including legal fees), judgments, losses, liability, fines and amounts paid in settlement, actually and reasonably incurred or suffered by him or her, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), brought or threatened to be brought against him by reason of the fact that he or she is or was a Director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or trustee or in any other capacity while serving as a director, officer, employee or trustee; provided, however, that except as provided in the Certification of Incorporation with respect to proceedings to enforce rights to indemnification, the Company is obligated to indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. In addition to the foregoing, the Company may provide indemnification for any indemnitee in those instances in which such indemnification, although greater in scope or degree than that expressly provided by law, is deemed to be in the best interest of the Company by (a) a majority of disinterested Directors even though less than a quorum (which may consist of only one Director if there is only one disinterested Director), (b) by a committee of disinterested Directors designated by a majority of disinterested Directors, even though less than a quorum, or (c) if there are no disinterested Directors, or if such disinterested Directors so direct, by independent legal counsel in a written opinion.

In addition, an indemnitee also has the right to be paid by the Company the expenses incurred (including attorney’s fees) in connection with any proceeding in advance of the final disposition of the proceeding (hereinafter an “advancement of expenses”); provided, however, that, if required by law, any advancement of expenses incurred by a indemnitee solely in his capacity as a director, officer or employee shall only be made upon delivery to the Company of an undertaking (hereinafter an “undertaking”) by or on behalf of such indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified by the Company or authorized by law. No such undertaking is required in connection with the advancement of expenses incurred by an indemnitee acting in any other capacity in which service is or was rendered by such indemnitee, including, without limitation, service to an employee benefit plan.

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A Director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the Director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The Company carries directors’ and officers’ liability insurance that covers certain liabilities and expenses of its directors and officers. We have also entered into individual indemnification agreements with each of our directors.

Item 21. Exhibits

3.1	Form of Articles of Incorporation for Guarantors incorporated in the State of Arizona is hereby incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.2	Form of Articles of Organization for Guarantors organized in the State of Arizona is hereby incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.3	Form of Articles of Incorporation for Guarantors incorporated in the State of California is hereby incorporated by reference to Exhibit 3.3 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.4	Form of Articles of Organization for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.5	Form of Certificate of Limited Partnership for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.5 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.6	Form of Articles of Incorporation for Guarantors incorporated in the State of Colorado is hereby incorporated by reference to Exhibit 3.6 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.7	Form of Certificate of Limited Partnership for Guarantors organized in the State of Colorado is hereby incorporated by reference to Exhibit 3.7 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.8	Form of Certificate of Limited Partnership for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.8 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.9	Form of Certificate of Incorporation for Guarantors incorporated in the State of Delaware is hereby incorporated by reference to Exhibit 3.9 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.10	Form of Certificate of Incorporation for Guarantors incorporated in the State of Delaware is hereby incorporated by reference to Exhibit 3.10 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.11	Form of Certificate of Formation for Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.10 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.12	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.11 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.13	Form of Articles of Incorporation for the Guarantors incorporated in the State of Florida is hereby incorporated by reference to Exhibit 3.12 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.14	Form of Articles of Organization for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.13 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.15	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.14 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.16	Form of Articles of Incorporation for the Guarantors incorporated in the State of Illinois is hereby incorporated by reference to Exhibit 3.15 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.17	Form of Articles of Organization for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.16 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.18	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.17 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.19	Form of Articles of Organization for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.18 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.20	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.19 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.21	Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.20 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.22	Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.21 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.23	Form of Articles of Incorporation for the Guarantors incorporated in the State of Michigan is hereby incorporated by reference to Exhibit 3.22 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.24	Form of Articles of Organization for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.23 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.25	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.24 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.26	Form of Articles of Incorporation for the Guarantors incorporated in the State of Nevada is hereby incorporated by reference to Exhibit 3.25 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.27	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Nevada is hereby incorporated by reference to Exhibit 3.26 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.28	Form of Articles of Incorporation for the Guarantors incorporated in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.27 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.29	Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.28 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.30	Form of Certificate of Formation for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.29 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.31	Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.30 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.32	Form of Certificate of Incorporation for the Guarantors incorporated in the State of New York is hereby incorporated by reference to Exhibit 3.31 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.33	Form of Articles of Organization for the Guarantors incorporated in the State of New York is hereby incorporated by reference to Exhibit 3.32 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.34	Form of Certificate of Limited Partnership for the Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.32 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.35	Form of Articles of Incorporation for the Guarantors incorporated in the State of North Carolina is hereby incorporated by reference to Exhibit 3.33 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.36	Form of Articles of Organization for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.34 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.37	Form of Certificate of Limited Partnership for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.35 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.38	Form of Articles of Incorporation for the Guarantors incorporated in the State of Ohio is hereby incorporated by reference to Exhibit 3.36 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.39	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Ohio is hereby incorporated by reference to Exhibit 3.37 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.40	Form of Certificate of Articles of Incorporation for the Guarantors incorporated in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.38 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.41	Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.39 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.42	Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.40 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.43	Form of Articles of Incorporation for the Guarantors incorporated in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.41 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

II-5

3.44	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.42 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.45	Form of Articles of Incorporation for the Guarantors incorporated in the State of South Carolina is hereby incorporated by reference to Exhibit 3.43 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.46	Form of Certificate of Limited Partnership for the Guarantors organized in the State of South Carolina is hereby incorporated by reference to Exhibit 3.44 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.47	Form of Articles of Incorporation for the Guarantors incorporated in the State of Tennessee is hereby incorporated by reference to Exhibit 3.45 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.48	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Tennessee is hereby incorporated by reference to Exhibit 3.46 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.49	Form of Articles of Incorporation for the Guarantors incorporated in the State of Texas is hereby incorporated by reference to Exhibit 3.47 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.50	Form of Articles of Organization for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.49 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.51	Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.50 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.52	Form of Bylaws for the Guarantors is hereby incorporated by reference to Exhibit 3.51 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.53	Form of Bylaws for the Guarantors incorporated in the State of Delaware and listed on Exhibit A thereto is hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.54	Form of Limited Liability Company Operating Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.52 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

II-6

3.55	Form of Limited Partnership Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.53 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.56	Form of Limited Liability Company Agreement for C.B.A.Z. Holding Company LLC, First Brandywine LLC I and First Brandywine LLC II is hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.57	Form of Certificate of Incorporation for Eastern States Engineering, Inc. (currently ESE Consultants, Inc.) and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.55 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.58	Form of Bylaws for Eastern States Engineering, Inc. (currently ESE Consultants, Inc.) and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.56 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.59	Form of Bylaws for Toll NJX-I Corp., is hereby incorporated by reference to Exhibit 3.57 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.60	Form of Certificate of Incorporation Toll Management AZ Corp., Toll Management VA Corp., Toll NJX-I Corp., and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.58 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.61	Form of Bylaws for Toll Management AZ Corp., Toll Management VA Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.59 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.62	Form of Articles of Incorporation for HQZ Acquisitions, Inc. and The Silverman Building Companies, Inc. is hereby incorporated by reference to Exhibit 3.61 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.63	Form of Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.), SH Homes Corporation and SI Investment Corporation is hereby incorporated by reference to Exhibit 3.62 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.64	Form of Articles of Incorporation for Toll Bros., Inc., Toll Brothers Real Estate, Inc. and Toll Land Corp. No. 6 is hereby incorporated by reference to Exhibit 3.63 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.65	Form of Bylaws for Toll Bros., Inc. and Toll Land Corp. No. 6 is hereby incorporated by reference to Exhibit 3.64 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.66	Form of Certificate of Incorporation for Toll Realty Holdings Corp. I and Toll Realty Holdings Corp. II is hereby incorporated by reference to Exhibit 3.65 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.67	Form of Bylaws for Toll Realty Holdings Corp. I and Toll Realty Holdings Corp. II is hereby incorporated by reference to Exhibit 3.66 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.68	Form of Operating Agreement for Golf I Country Club Estates at Moorpark LLC and Golf II Country Club Estates at Moorpark LLC is hereby incorporated by reference to Exhibit 3.69 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.69	Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005 is hereby incorporated by reference to Exhibit 3.1 of the Toll Brothers Inc. Form 10-Q for the quarter ended July 31, 2005 filed with the Securities and Exchange Commission on September 8, 2005.
3.70	Limited Liability Company Agreement for First Brandywine LLC IV is hereby incorporated by reference to Exhibit 3.119 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.71	Articles of Organization for Toll Glastonbury LLC is hereby incorporated by reference to Exhibit 3.120 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.72	Certificate of Amendment to the Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.) is hereby incorporated by reference to Exhibit 3.121 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.73	Limited Partnership Amendment to Certificate for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership) is hereby incorporated by reference to Exhibit 3.122 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp. Toll Brothers, Inc. and the Additional Registrants identified therein on April 16,, 2004.
3.74	Certificate of Limited Partnership for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership) is hereby incorporated by reference to Exhibit 3.76 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.75	Articles of Incorporation for Toll YL, Inc. is hereby incorporated by reference to Exhibit 3.77 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

II-8

3.76	Amended and Restated Certificate of Incorporation for First Brandywine Finance Corp. is hereby incorporated by reference to Exhibit 3.78 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.77	Agreement of Limited Partnership for First Brandywine Partners, L.P. is hereby incorporated by reference to Exhibit 3.79 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.78	Form of Limited Liability Company Agreement for Toll DE X II, L.L.C. is hereby incorporated by reference to Exhibit 3.80 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.79	Bylaws for Toll Philmont Corporation is hereby incorporated by reference to Exhibit 3.81 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.80	Articles of Incorporation for Frenchman’s Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.82 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.81	Bylaws for Frenchman’s Club Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.83 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.82	Articles of Organization for Naples TBI Realty, LLC is hereby incorporated by reference to Exhibit 3.88 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.83	Articles of Incorporation for Toll FL GP Corp. is hereby incorporated by reference to Exhibit 3.89 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.84	Bylaws for Toll Peppertree, Inc. is hereby incorporated by reference to Exhibit 3.91 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.85	Limited Partnership Certificate for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.92 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.86	Limited Partnership Agreement for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.93 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.87	Bylaws for Toll Brothers Real Estate, Inc. is hereby incorporated by reference to Exhibit 3.94 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.88	Bylaws for Toll PA GP Corp. is hereby incorporated by reference to Exhibit 3.96 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.89	Partnership Agreement for Toll Naval Associates is hereby incorporated by reference to Exhibit 3.95 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.90	Form of Articles of Organization for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.97 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.91	Form of Articles of Incorporation for Guarantors incorporated in the State of Minnesota is hereby incorporated by reference to Exhibit 3.98 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.92	Form of Certificate of Limited Partnership for Guarantors organized in the State of Minnesota is hereby incorporated by reference to Exhibit 3.99 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.93	Form of Certificate of Incorporation for Guarantors incorporated in the State of New Jersey is hereby incorporated by reference to Exhibit 3.100 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.94	Form of Articles of Organization for Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.101 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.95	Form of Public Records Filing for New Business Entity for Guarantors set forth on Exhibit A thereto is hereby incorporated by reference to Exhibit 3.105 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.96	Form of Certificate of Limited Partnership for Guarantors organized in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.106 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.97	Articles of Incorporation for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.103 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.98	Bylaws for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.104 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.99	Form of Limited Liability Company Agreement for First Brandywine LLC III and First Brandywine LLC IV is hereby incorporated by reference to Exhibit 3.105 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.

II-10

3.100	Certificate of Incorporation of First Brandywine Investment Corp. IV. is hereby incorporated by reference to Exhibit 3.107 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.101	Bylaws for First Brandywine Investment Corp. IV. is hereby incorporated by reference to Exhibit 3.108 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.102	Limited Liability Company Agreement for First Brandywine LLC III is hereby incorporated by reference to Exhibit 3.109 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.103	Articles of Incorporation for Toll FL GP Corp. is hereby incorporated by reference to Exhibit 3.110 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.104	Articles of Organization for Toll MD I, L.L.C. is hereby incorporated by reference to Exhibit 3.111 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.105	Amended and Restated Limited Partnership Agreement for Toll Hudson LP is hereby incorporated by reference to Exhibit 3.114 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.106	Articles of Incorporation for Toll MD Builder Corp. is hereby incorporated by reference to Exhibit 3.118 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.107	Certificate of Formation of 700 Grove Street Urban Renewal LLC is hereby incorporated by reference to Exhibit 3.120 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.108	Form of Amended and Restated Limited Liability Company Operating Agreement of 700 Grove Street Urban Renewal LLC is hereby incorporated by reference to Exhibit 3.121 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.109*	Form of Certificate of Incorporation for Toll Architecture, Inc., Toll Brothers Canada USA, Inc. and Toll Northeast Services, Inc.
3.110*	Bylaws of Toll Northeast Services, Inc.
3.111*	Form of Articles of Incorporation for Guarantors organized in the State of Georgia.
3.112*	Certificate of Amendment of the Certificate of Incorporation for ESE Consultants, Inc.
3.113*	Articles of Incorporation of Toll PA III GP Corp.
3.114*	Articles of Amendment for Toll PA III GP Corp.

II-11

3.115*	Form of Articles of Incorporation for Guarantors organized in the State of Washington.
3.116*	Form of Articles of Incorporation for Guarantors organized in the State of West Virginia.
3.117*	Limited Liability Company Operating Agreement of 1450 Washington LLC.
3.118*	Amended and Restated Limited Liability Company Operating Agreement of Arbor Hills Development LLC.
3.119*	Second Amended and Restated Limited Liability Company Operating Agreement of Martinsburg Ventures, L.L.C.
3.120*	Articles of Amendment to the Articles of Organization of Orlando TBI Realty LLC.
3.121*	Amended and Restated Limited Liability Company Operating Agreement of PT Maxwell Holdings LLC.
3.122*	Fourth Amended and Restated Limited Liability Company Operating Agreement of PT Maxwell, L.L.C.
3.123*	First Amendment to the Fourth Amended and Restated Limited Liability Company Operating Agreement of PT Maxwell, L.L.C.
3.124*	Amended and Restated Limited Liability Company Operating Agreement of Regency at Washington I LLC.
3.125*	Form of Certificate of Formation for the Guarantors organized in the State of Texas.
3.126*	Form of Limited Liability Company Operating Agreement for Toll Austin TX LLC, Toll Dallas TX LLC, Toll Houston TX LLC and Toll San Antonio TX LLC.
3.127*	Form of First Amendment to Limited Liability Company Operating Agreement for Toll Austin TX LLC, Toll Dallas TX LLC and Toll San Antonio TX LLC.
3.128*	Certificate of Amendment for Toll CA I LLC.
3.129*	Form of Limited Liability Company Operating Agreement for Toll CA I LLC, Toll CA Note II LLC, and Toll CO I LLC.
3.130*	First Amendment to Limited Liability Company Operating Agreement for Toll CA I LLC.
3.131*	Form of Articles of Organization for the Guarantors organized in the State of Colorado.
3.132*	Form of Limited Liability Company Operating Agreement for Hatboro Road Associates LLC, Toll FL IV LLC, Toll Lexington LLC, Toll NC I LLC, Toll NC IV LLC, Toll NC Note LLC and Toll NC Note II LLC.
3.133*	Form of Articles of Organization for Guarantors organized in the State of Nevada.
3.134*	Form of Limited Liability Company Operating Agreement for Guarantors organized in the State of Nevada.
3.135*	Form of Articles of Organization for Guarantors organized in the State of Indiana.
3.136*	Certificate of Conversion for Toll Jupiter LLC.
3.137*	Articles of Amendment for Toll Jupiter LLC.
3.138*	Second Amended and Restated Limited Liability Company Operating Agreement of Toll Jupiter LLC.
3.139*	Form of Limited Liability Company Operating Agreement for Guarantors organized in the Commonwealth of Massachusetts.

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3.140*	Articles of Amendment for Toll MD III LLC.
3.141*	Articles of Amendment for Toll MD IV LLC.
3.142*	Form of Limited Liability Company Operating Agreement for Toll Midwest LLC, Toll Southwest LLC and Toll West Coast LLC.
3.143*	Form of Third Amended and Restated Limited Liability Company Operating Agreement for Toll MD III LLC and Toll MD IV LLC
3.144*	Limited Liability Company Operating Agreement of Toll TX Note LLC.
3.145*	First Amendment to Limited Liability Company Operating Agreement of Toll TX Note LLC.
3.146*	Form of Limited Liability Company Operating Agreement for Belmont Country Club I LLC, Belmont Country Club II LLC, Brier Creek Country Club I LLC, Brier Creek Country Club II LLC, Dominion Valley Country Club I LLC and Dominion Valley Country Club II LLC.
3.147*	Form of Certificate of Limited Partnership for Guarantors organized in the State of Georgia.
3.148*	Certificate of Amendment for Toll PA XII, L.P.
3.149*	Form of Certificate of Limited Partnership for Guarantors organized in the State of Washington.
3.150*	Form of Certificate of Limited Partnership for Guarantors organized in the State of West Virginia.
4.1	Certificate of Amendment of the Second Restated Certificate of Incorporation of Toll Brothers, Inc., filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2010.
4.2	Certificate of Amendment of the Second Restated Certificate of Incorporation of Toll Brothers, Inc., as amended, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2011.
4.3	By-laws of Toll Brothers, Inc., as Amended and Restated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2008.
4.4	Amendment to the By-laws of Toll Brothers, Inc., dated as of September 24, 2009, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2009.
4.5	Amendment to the By-laws of Toll Brothers, Inc., dated as of June 15, 2011, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2011.
4.6	Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of Toll Brothers, Inc.’s Form 10-K for the fiscal year ended October 31, 1991.
4.7	Form of Global Note for the Issuer’s 5.875% Senior Notes due 2022 is hereby incorporated by reference to Exhibit 4.3 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
4.8	Indenture, dated as of February 7, 2012, among Toll Brothers Finance Corp., Toll Brothers, Inc., the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
5.1†	Opinion of Simpson Thacher & Bartlett, New York, New York.

II-13

5.2*	Opinion of John McDonald, General Counsel to Toll Brothers, Inc.
8.1*	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters.
12†	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 21 of Toll Brothers, Inc’s Form 10-K for the year ended October 31, 2011.
23.1	Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1 and Exhibit 8.1).
23.2	Consent of John McDonald (included as part of Exhibit 5.2).
23.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.4*	Consent of WeiserMazars LLP, Independent Registered Public Accounting Firm.
24	Power of Attorney (included in signature pages hereto).
25†	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of The Bank of New York Mellon, as Trustee for the debt securities.
99.1*	Form of Letter of Transmittal.
99.2†	Form of Exchange Agent Agreement.

* Filed herewith.

† Previously filed.

Item 22. Undertakings

(a) The undersigned registrant (the “Registrant”) hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4 within one business day of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

(d) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning this transaction that was not the subject of and included in this Registration Statement when it became effective.

II-14

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Brothers, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

TOLL BROTHERS, INC.
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*	Chairman of the Board, and Director
Robert I. Toll
*	Vice Chairman of the Board and Director
Bruce E. Toll
*	Chief Executive Officer and Director (Principal Executive Officer)
Douglas C. Yearley, Jr.
*	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Martin P. Connor
/s/ Joseph R. Sicree	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Joseph R. Sicree
*	Director
Robert S. Blank
*	Director
Edward G. Boehne
*	Director
Richard J. Braemer
*	Director
Christine N. Garvey
*	Director
Carl B. Marbach

II-15

Signature	Title
*	Director
Stephen A. Novick

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-16

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule I of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Registrants (As Listed on Schedule I of Additional Registrants)
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated† on February 24, 2012.

† Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule I of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

Signature	Title
*   Douglas C. Yearley, Jr.	Chief Executive Officer and Director (as to corporate Registrants) /Manager (as to limited liability company Registrants) (Principal Executive Officer)
*   Richard T. Hartman	President, Chief Operating Officer, Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)
*   Martin P. Connor	Senior Vice President, Treasurer, Chief Financial Officer, Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-17

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule II of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Registrants (As Listed on Schedule II of Additional Registrants)
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated† on February 24, 2012.

† Except as otherwise provided herein, each of the following persons holds each of the positions listed next to his/her name for each Registrant listed on Schedule II of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

Signature	Title
*   Douglas C. Yearley, Jr.	Director (Principal Executive Officer)
*   Richard T. Hartman	President and Director (as to Corporate Registrants)/Manager (as to limited liability company Registrants)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-18

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule III of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Registrants (As Listed on Schedule III of Additional Registrants)
By:	/s/ Joseph R. DeSanto
	Joseph R. DeSanto,
	President of each Registrant listed on Schedule III of Additional Registrants that is a corporation or limited liability company and President of the corporate general partner of each Registrant listed on Schedule III of Additional Registrants that is a limited partnership and President of the corporate managing member of each applicable limited liability company Registrant on Schedule III of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated† on February 24, 2012.

† Except as otherwise provided herein, each of the following persons holds each of the positions listed next to his/her name for each Registrant listed on Schedule III of Additional Registrants. Where the Registrant is a limited liability company, this registration statement has been signed by the following persons on behalf of such entities’ corporate manager in the capacities indicated. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

Signature	Title
/s/ Joseph R. DeSanto   Joseph R. DeSanto	President, Treasurer, Secretary and Director (as to corporate Registrants)/ Manager (as to limited liability company Registrants) (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)
*   Michael McDevitt	Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)
*   Ann DiFiore	Vice President and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)
*   Mark J. Warshauer	Vice President and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)

II-19

Signature

Title

*   Mary Alice Avery

Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants), but only with respect to the following entities listed on Schedule III: TB Proprietary Corp., Toll Buckeye Corp., Toll Centennial Corp., Toll Diamond Corp., Toll Golden Corp., Toll Granite Corp., Toll Mid-Atlantic LP Company, Inc., Toll Mid-Atlantic Note Company, Inc., Toll Midwest LLC, Toll Midwest Note Company, Inc., Toll Northeast LP Company, Inc., Toll Northeast Note Company, Inc., Toll Palmetto Corp., Toll Southeast LP Company, Inc., Toll Southeast Note Company, Inc., Toll Southwest LLC, Toll Southwest Note Company, Inc., Toll West Coast LLC and Toll WestCoast Note Company, Inc.

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-20

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule IV of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Registrants (As Listed on Schedule IV of Additional Registrants)
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   David H. Richey	President and Manager (Principal Executive Officer)
*   Mitchell P. Laskowitz	Secretary and Manager
*   David A. Larkin	Vice President and Manager
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-21

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule V of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Registrants (As Listed on Schedule V of Additional Registrants)
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Gary M. Mayo	President, Secretary and Manager (Principal Executive Officer)
*   Richard T. Hartman	Manager
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-22

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VI of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Registrants (As Listed on the Schedule VI of Additional Registrants)
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   James Manners	President and Manager (Principal Executive Officer)
*   Jean Sweet	Manager and Secretary
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-23

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, ESE Consultants, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

ESE Consultants, Inc.
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Barry Depew	Chief Executive Officer and Director (Principal Executive Officer)
*   Christopher Stocke	President, Chief Operating Officer, and Director
*   Javier Vega	Senior Vice President, Secretary and Director
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-24

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Architecture, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Toll Architecture, Inc.
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Jed Gibson	President and Director (Principal Executive Officer)
*   Edward D. Weber	Vice President and Director
*   Lee J. Golanoski	Secretary and Director
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-25

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Architecture I, P.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Toll Architecture I, P.A.
By:	/s/ Jed Gibson
	Jed Gibson, President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
/s/ Jed Gibson Jed Gibson	President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

II-26

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Northeast Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Toll Northeast Services, Inc.
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
* Joseph DeSanto	Vice President, Secretary and Director
* Michael McDevitt	Director
* Martin P. Connor	Senior Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
/s/ Joseph R. Sicree Joseph R. Sicree	Senior Vice President and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-27

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z. Construction Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

C.B.A.Z. Construction Company LLC
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Richard T. Hartman	President and Manager (Principal Executive Officer)
*   Charles W. Bowie	Manager and Secretary,
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-28

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Frenchman’s Reserve Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Frenchman’s Reserve Realty, LLC
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Jason Snyder	President and Manager (Principal Executive Officer)
*   Mark Smietana	Secretary and Manager
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-29

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Hoboken Land I LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Hoboken Land I LLC
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
* Douglas C. Yearley, Jr.	Chief Executive Officer and Manager (Principal Executive Officer)
* Roger A. Brush	Manager
* Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-30

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Jacksonville TBI Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Jacksonville TBI Realty, LLC
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*	President and Manager (Principal Executive Officer)
* James McDade	Secretary and Manager
* Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-31

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Mizner Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Mizner Realty L.L.C.
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
* Edward D. Weber	President, Secretary and Manager (Principal Executive Officer)
* Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-32

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Orlando TBI Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Orlando TBI Realty, LLC
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Lynda Stephens	President, Secretary and Manager (Principal Executive Officer)
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-33

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, South Riding Realty LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

South Riding Realty LLC
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   William Gilligan	President, Secretary and Manager (Principal Executive Officer)
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-34

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Jupiter LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Toll Jupiter LLC,
By:	/s/ Joseph R. Sicree Joseph R. Sicree
	Senior Vice President and Chief Accounting Office

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
* Edward D. Weber	President, Secretary and Manager (Principal Executive Officer)
* James McDade	Vice President and Manager
* Alexandre DeChabert	Assistant Vice President and Manager
* Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree* Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-35

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll TX Note LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Toll TX Note LLC
By:	/s/  Thomas J. Murray
	Thomas J. Murray, Manager

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Thomas J. Murray	Manager
*   Robert G Paul	Manager

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-36

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on February 24, 2012.

Toll Realty L.L.C.
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 2012.

Signature	Title
*   Edward D. Weber	President, Secretary and Manager (Principal Executive Officer)
*   Martin P. Connor	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  Joseph R. Sicree   Joseph R. Sicree	Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

*By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Attorney-in-fact

II-37

EXHIBIT INDEX

Exhibit No.	Description
3.1	Form of Articles of Incorporation for Guarantors incorporated in the State of Arizona is hereby incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.2	Form of Articles of Organization for Guarantors organized in the State of Arizona is hereby incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.3	Form of Articles of Incorporation for Guarantors incorporated in the State of California is hereby incorporated by reference to Exhibit 3.3 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.4	Form of Articles of Organization for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.5	Form of Certificate of Limited Partnership for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.5 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.6	Form of Articles of Incorporation for Guarantors incorporated in the State of Colorado is hereby incorporated by reference to Exhibit 3.6 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.7	Form of Certificate of Limited Partnership for Guarantors organized in the State of Colorado is hereby incorporated by reference to Exhibit 3.7 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.8	Form of Certificate of Limited Partnership for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.8 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.9	Form of Certificate of Incorporation for Guarantors incorporated in the State of Delaware is hereby incorporated by reference to Exhibit 3.9 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.10	Form of Certificate of Incorporation for Guarantors incorporated in the State of Delaware is hereby incorporated by reference to Exhibit 3.10 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.11	Form of Certificate of Formation for Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.10 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

II-38

3.12	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.11 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.13	Form of Articles of Incorporation for the Guarantors incorporated in the State of Florida is hereby incorporated by reference to Exhibit 3.12 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.14	Form of Articles of Organization for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.13 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.15	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.14 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.16	Form of Articles of Incorporation for the Guarantors incorporated in the State of Illinois is hereby incorporated by reference to Exhibit 3.15 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.17	Form of Articles of Organization for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.16 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.18	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.17 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.19	Form of Articles of Organization for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.18 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.20	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.19 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.21	Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.20 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.22	Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.21 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.23	Form of Articles of Incorporation for the Guarantors incorporated in the State of Michigan is hereby incorporated by reference to Exhibit 3.22 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.24	Form of Articles of Organization for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.23 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.25	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.24 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.26	Form of Articles of Incorporation for the Guarantors incorporated in the State of Nevada is hereby incorporated by reference to Exhibit 3.25 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.27	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Nevada is hereby incorporated by reference to Exhibit 3.26 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.28	Form of Articles of Incorporation for the Guarantors incorporated in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.27 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.29	Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.28 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.30	Form of Certificate of Formation for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.29 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.31	Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.30 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.32	Form of Certificate of Incorporation for the Guarantors incorporated in the State of New York is hereby incorporated by reference to Exhibit 3.31 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.33	Form of Articles of Organization for the Guarantors incorporated in the State of New York is hereby incorporated by reference to Exhibit 3.32 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.34	Form of Certificate of Limited Partnership for the Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.32 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.35	Form of Articles of Incorporation for the Guarantors incorporated in the State of North Carolina is hereby incorporated by reference to Exhibit 3.33 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.36	Form of Articles of Organization for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.34 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.37	Form of Certificate of Limited Partnership for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.35 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.38	Form of Articles of Incorporation for the Guarantors incorporated in the State of Ohio is hereby incorporated by reference to Exhibit 3.36 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.39	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Ohio is hereby incorporated by reference to Exhibit 3.37 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.40	Form of Certificate of Articles of Incorporation for the Guarantors incorporated in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.38 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.41	Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.39 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.42	Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.40 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.43	Form of Articles of Incorporation for the Guarantors incorporated in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.41 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.44	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.42 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.45	Form of Articles of Incorporation for the Guarantors incorporated in the State of South Carolina is hereby incorporated by reference to Exhibit 3.43 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.46	Form of Certificate of Limited Partnership for the Guarantors organized in the State of South Carolina is hereby incorporated by reference to Exhibit 3.44 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.47	Form of Articles of Incorporation for the Guarantors incorporated in the State of Tennessee is hereby incorporated by reference to Exhibit 3.45 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.48	Form of Certificate of Limited Partnership for the Guarantors organized in the State of Tennessee is hereby incorporated by reference to Exhibit 3.46 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.49	Form of Articles of Incorporation for the Guarantors incorporated in the State of Texas is hereby incorporated by reference to Exhibit 3.47 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.50	Form of Articles of Organization for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.49 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.51	Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.50 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.52	Form of Bylaws for the Guarantors is hereby incorporated by reference to Exhibit 3.51 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.53	Form of Bylaws for the Guarantors incorporated in the State of Delaware and listed on Exhibit A thereto is hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.54	Form of Limited Liability Company Operating Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.52 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.55	Form of Limited Partnership Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.53 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.56	Form of Limited Liability Company Agreement for C.B.A.Z. Holding Company LLC, First Brandywine LLC I and First Brandywine LLC II is hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.57	Form of Certificate of Incorporation for Eastern States Engineering, Inc. (currently ESE Consultants, Inc.) and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.55 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.58	Form of Bylaws for Eastern States Engineering, Inc. (currently ESE Consultants, Inc.) and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.56 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.59	Form of Bylaws for Toll NJX-I Corp., is hereby incorporated by reference to Exhibit 3.57 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.60	Form of Certificate of Incorporation for Toll NJX-I Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.58 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.61	Form of Bylaws for Toll Management AZ Corp., Toll Management VA Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.59 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.62	Form of Articles of Incorporation for HQZ Acquisitions, Inc. and The Silverman Building Companies, Inc. is hereby incorporated by reference to Exhibit 3.61 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.63	Form of Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.), SH Homes Corporation and SI Investment Corporation is hereby incorporated by reference to Exhibit 3.62 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.64	Form of Articles of Incorporation for Toll Bros., Inc., Toll Brothers Real Estate, Inc. and Toll Land Corp. No. 6 is hereby incorporated by reference to Exhibit 3.63 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.65	Form of Bylaws for Toll Bros., Inc. and Toll Land Corp. No. 6 is hereby incorporated by reference to Exhibit 3.64 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.66	Form of Certificate of Incorporation for Toll Realty Holdings Corp. I and Toll Realty Holdings Corp. II is hereby incorporated by reference to Exhibit 3.65 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.67	Form of Bylaws for Toll Realty Holdings Corp. I and Toll Realty Holdings Corp. II is hereby incorporated by reference to Exhibit 3.66 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.68	Form of Operating Agreement for Golf I Country Club Estates at Moorpark LLC and Golf II Country Club Estates at Moorpark LLC is hereby incorporated by reference to Exhibit 3.69 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.69	Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005 is hereby incorporated by reference to Exhibit 3.1 of the Toll Brothers Inc. Form 10-Q for the quarter ended July 31, 2005 filed with the Securities and Exchange Commission on September 8, 2005.
3.70	Limited Liability Company Agreement for First Brandywine LLC IV is hereby incorporated by reference to Exhibit 3.119 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.71	Articles of Organization for Toll Glastonbury LLC is hereby incorporated by reference to Exhibit 3.120 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.72	Certificate of Amendment to the Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.) is hereby incorporated by reference to Exhibit 3.121 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.73	Limited Partnership Amendment to Certificate for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership) is hereby incorporated by reference to Exhibit 3.122 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.

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3.74	Certificate of Limited Partnership for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership) is hereby incorporated by reference to Exhibit 3.76 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.75	Articles of Incorporation for Toll YL, Inc. is hereby incorporated by reference to Exhibit 3.77 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.76	Amended and Restated Certificate of Incorporation for First Brandywine Finance Corp. is hereby incorporated by reference to Exhibit 3.78 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.77	Agreement of Limited Partnership for First Brandywine Partners, L.P. is hereby incorporated by reference to Exhibit 3.79 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.78	Form of Limited Liability Company Agreement for Toll DE X II, L.L.C. is hereby incorporated by reference to Exhibit 3.80 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.79	Bylaws for Toll Philmont Corporation is hereby incorporated by reference to Exhibit 3.81 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.80	Articles of Incorporation for Frenchman’s Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.82 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.81	Bylaws for Frenchman’s Club Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.83 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.82	Articles of Organization for Naples TBI Realty, LLC is hereby incorporated by reference to Exhibit 3.88 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.83	Articles of Incorporation for Toll FL GP Corp. is hereby incorporated by reference to Exhibit 3.89 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.84	Bylaws for Toll Peppertree, Inc. is hereby incorporated by reference to Exhibit 3.91 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.85	Limited Partnership Certificate for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.92 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.

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3.86	Limited Partnership Agreement for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.93 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.87	Bylaws for Toll Brothers Real Estate, Inc. is hereby incorporated by reference to Exhibit 3.94 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.88	Bylaws for Toll PA GP Corp. is hereby incorporated by reference to Exhibit 3.96 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.89	Partnership Agreement for Toll Naval Associates is hereby incorporated by reference to Exhibit 3.95 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003.
3.90	Form of Articles of Organization for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.97 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.91	Form of Articles of Incorporation for Guarantors incorporated in the State of Minnesota is hereby incorporated by reference to Exhibit 3.98 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.92	Form of Certificate of Limited Partnership for Guarantors organized in the State of Minnesota is hereby incorporated by reference to Exhibit 3.99 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.93	Form of Certificate of Incorporation for Guarantors incorporated in the State of New Jersey is hereby incorporated by reference to Exhibit 3.100 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.94	Form of Articles of Organization for Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.101 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.95	Form of Public Records Filing for New Business Entity for Guarantors set forth on Exhibit A thereto is hereby incorporated by reference to Exhibit 3.105 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.96	Form of Certificate of Limited Partnership for Guarantors organized in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.106 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.97	Articles of Incorporation for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.103 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.

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3.98	Bylaws for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.104 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.99	Form of Limited Liability Company Agreement for First Brandywine LLC III and First Brandywine LLC IV is hereby incorporated by reference to Exhibit 3.105 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 10, 2003.
3.100	Certificate of Incorporation of First Brandywine Investment Corp. IV. is hereby incorporated by reference to Exhibit 3.107 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.101	Bylaws for First Brandywine Investment Corp. IV. is hereby incorporated by reference to Exhibit 3.108 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.102	Limited Liability Company Agreement for First Brandywine LLC III is hereby incorporated by reference to Exhibit 3.109 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.103	Articles of Incorporation for Toll FL GP Corp. is hereby incorporated by reference to Exhibit 3.110 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.104	Articles of Organization for Toll MD I, L.L.C. is hereby incorporated by reference to Exhibit 3.111 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.105	Amended and Restated Limited Partnership Agreement for Toll Hudson LP is hereby incorporated by reference to Exhibit 3.114 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.106	Articles of Incorporation for Toll MD Builder Corp. is hereby incorporated by reference to Exhibit 3.118 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on April 16, 2004.
3.107	Certificate of Formation of 700 Grove Street Urban Renewal LLC is hereby incorporated by reference to Exhibit 3.120 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.
3.108	Form of Amended and Restated Limited Liability Company Operating Agreement of 700 Grove Street Urban Renewal LLC is hereby incorporated by reference to Exhibit 3.121 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on September 29, 2005.

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3.109*	Form of Certificate of Incorporation for Toll Architecture, Inc., Toll Brothers Canada USA, Inc. and Toll Northeast Services, Inc.
3.110*	Bylaws of Toll Northeast Services, Inc.
3.111*	Form of Articles of Incorporation for Guarantors organized in the State of Georgia.
3.112*	Certificate of Amendment of the Certificate of Incorporation for ESE Consultants, Inc.
3.113*	Articles of Incorporation of Toll PA III GP Corp.
3.114*	Articles of Amendment for Toll PA III GP Corp.
3.115*	Form of Articles of Incorporation for Guarantors organized in the State of Washington.
3.116*	Form of Articles of Incorporation for Guarantors organized in the State of West Virginia.
3.117*	Limited Liability Company Operating Agreement of 1450 Washington LLC.
3.118*	Amended and Restated Limited Liability Company Operating Agreement of Arbor Hills Development LLC.
3.119*	Second Amended and Restated Limited Liability Company Operating Agreement of Martinsburg Ventures, L.L.C.
3.120*	Articles of Amendment to the Articles of Organization of Orlando TBI Realty LLC.
3.121*	Amended and Restated Limited Liability Company Operating Agreement of PT Maxwell Holdings LLC.
3.122*	Fourth Amended and Restated Limited Liability Company Operating Agreement of PT Maxwell, L.L.C.
3.123*	First Amendment to the Fourth Amended and Restated Limited Liability Company Operating Agreement of PT Maxwell, L.L.C.
3.124*	Amended and Restated Limited Liability Company Operating Agreement of Regency at Washington I LLC.
3.125*	Form of Certificate of Formation for the Guarantors organized in the State of Texas.
3.126*	Form of Limited Liability Company Operating Agreement for Toll Austin TX LLC, Toll Dallas TX LLC, Toll Houston TX LLC and Toll San Antonio TX LLC.
3.127*	Form of First Amendment to Limited Liability Company Operating Agreement for Toll Austin TX LLC, Toll Dallas TX LLC and Toll San Antonio TX LLC.
3.128*	Certificate of Amendment for Toll CA I LLC.
3.129*	Form of Limited Liability Company Operating Agreement for Toll CA I LLC, Toll CA Note II LLC, and Toll CO I LLC.
3.130*	First Amendment to Limited Liability Company Operating Agreement for Toll CA I LLC.
3.131*	Form of Articles of Organization for the Guarantors organized in the State of Colorado.
3.132*	Form of Limited Liability Company Operating Agreement for Hatboro Road Associates LLC, Toll FL IV LLC, Toll Lexington LLC, Toll NC I LLC, Toll NC IV LLC, Toll NC Note LLC and Toll NC Note II LLC.
3.133*	Form of Articles of Organization for Guarantors organized in the State of Nevada.
3.134*	Form of Limited Liability Company Operating Agreement for Guarantors organized in the State of Nevada.
3.135*	Form of Articles of Organization for Guarantors organized in the State of Indiana.

II-48

3.136*	Certificate of Conversion for Toll Jupiter LLC.
3.137*	Articles of Amendment for Toll Jupiter LLC.
3.138*	Second Amended and Restated Limited Liability Company Operating Agreement of Toll Jupiter LLC.
3.139*	Form of Limited Liability Company Operating Agreement for Guarantors organized in the Commonwealth of Massachusetts.
3.140*	Articles of Incorporation for Toll MD III LLC.
3.141*	Articles of Amendment for Toll MD IV LLC.
3.142*	Form of Limited Liability Company Operating Agreement for Toll Midwest LLC, Toll Southwest LLC and Toll West Coast LLC.
3.143*	Form of Third Amended and Restated Limited Liability Company Operating Agreement for Toll MD III LLC and Toll MD IV LLC
3.144*	Limited Liability Company Operating Agreement of Toll TX Note LLC.
3.145*	First Amendment to Limited Liability Company Operating Agreement of Toll TX Note LLC.
3.146*	Form of Limited Liability Company Operating Agreement for Belmont Country Club I LLC, Belmont Country Club II LLC, Brier Creek Country Club I LLC, Brier Creek Country Club II LLC, Dominion Valley Country Club I LLC and Dominion Valley Country Club II LLC.
3.147*	Form of Certificate of Limited Partnership for Guarantors organized in the State of Georgia.
3.148*	Certificate of Amendment for Toll PA XII, L.P.
3.149*	Form of Certificate of Limited Partnership for Guarantors organized in the State of Washington.
3.150*	Form of Certificate of Limited Partnership for Guarantors organized in the State of West Virginia.
4.1	Certificate of Amendment of the Second Restated Certificate of Incorporation of Toll Brothers, Inc., filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2010.
4.2	Certificate of Amendment of the Second Restated Certificate of Incorporation of Toll Brothers, Inc., as amended, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2011.
4.3	By-laws of Toll Brothers, Inc., as Amended and Restated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2008.
4.4	Amendment to the By-laws of Toll Brothers, Inc., dated as of September 24, 2009, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2009.
4.5	Amendment to the By-laws of Toll Brothers, Inc., dated as of June 15, 2011, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2011.
4.6	Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of Toll Brothers, Inc.’s Form 10-K for the fiscal year ended October 31, 1991.
4.7	Form of Global Note for the Issuer’s 5.875% Senior Notes due 2022 is hereby incorporated by reference to Exhibit 4.3 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.

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4.8	Indenture, dated as of February 7, 2012, among Toll Brothers Finance Corp., Toll Brothers, Inc., the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 of Toll Brothers, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
5.1†	Opinion of Simpson Thacher & Bartlett, New York, New York.
5.2*	Opinion of John McDonald, General Counsel to the Registrant.
8.1*	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters.
12†	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 21 of Toll Brothers, Inc’s Form 10-K for the year ended October 31, 2011.
23.1	Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1 and Exhibit 8.1).
23.2	Consent of John McDonald (included as part of Exhibit 5.2).
23.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.4*	Consent of WeiserMazars LLP, Independent Registered Public Accounting Firm.
24	Power of Attorney (included in signature pages hereto).
25†	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of The Bank of New York Mellon, as Trustee for the debt securities.
99.1*	Form of Letter of Transmittal.
99.2†	Form of Exchange Agent Agreement.

* Filed herewith.

† Previously filed.

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EX-3.109

Exhibit 3.109

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: The name of this Corporation is                                                                                  .

• Second: Its registered office in the State of Delaware is to be located at                                                                   Street, in the City of                                          County of                                          Zip Code                     . The registered agent in charge thereof is                                         .

• Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total stock of this corporation is authorized to issue is                                          shares (number of authorized shares) with a par value of                                          per share.

• Fifth: The name and mailing address of the incorporator are as follows:

Name                                                              

Mailing Address                                                                                   ZipCode                     

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this      day of             , A.D. 20     .

NAME:
	(type or print)
BY:
	(Incorporator)

EX-3.110

Exhibit 3.110

TOLL NORTHEAST SERVICES, INC.

BYLAWS

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place within Delaware and shall be held on any weekday which is not a holiday as shall be designated by the Board and stated in the notice of the meeting.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairman or the President or as otherwise provided by law or the Certificate of Incorporation and shall be held at such place within Delaware, on such date, and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting in accordance with Section 4 of Article II of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at

which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place within Delaware, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

The Chairman of the Board or, in the absence of such Chairman, the President of the corporation or, in the President’s absence, such person as may be chosen by the Board, or if not so chosen, as selected by holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairman of the meeting appoints.

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Section 6. Conduct of Business.

The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairman of the meeting.

No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

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All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The number of directors which shall constitute the whole Board shall be no less than one (1) and no more than five (5). The directors shall be elected for a term of one year and until such director’s successor is elected and qualified, except as otherwise provided herein or by law.

Whenever the authorized number of directors is increased between annual meetings of stockholders, the number of directors then in office that constitute a quorum under Section 5 of this Article shall have the power to elect such new directors for the balance of the term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director’s successor is elected and qualified.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places within Delaware, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

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Section 4. Special Meetings.

Special meetings of the Board of Directors may be called only by the Chairman, the President, or their respective delegates, a majority of the directors or a majority of the stockholders and shall be held at such place within Delaware, on such date, and at such time as the authorized person(s) calling such meeting shall fix. Notice of the place, date, and time of such special meeting shall be given to each director by whom notice is not waived, by mailing written notice not less than five days before the meeting or by telegraphing, telecopying or sending by overnight courier the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, a quorum shall constitute 40% (2/5) of the Directors appointed to serve on the Board. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place within Delaware, date or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting; provided that a quorum is physically present in Delaware.

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Section 7. Chairman of the Board.

The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairman of the Board (the “Chairman”) who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairman’s successor is elected and qualified or until such Chairman’s earlier resignation or removal by act of the Board. The Chairman shall preside at meetings of the stockholders and the Board. In the absence of the Chairman, the President shall preside at meetings of the stockholders and the Board, or in the President’s absence, such person as designated by the Board of Directors in accordance with these Bylaws.

Section 8. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Removal of Directors.

Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders.

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ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

Section 2. Officers’ Committees.

Subject to the approval of the Board, the Chairman may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairpersonships, vice chairpersonships and secretaryships and such duties and powers as the Chairman may, from time to time, designate and prescribe. The Board or the Chairman may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

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Section 3. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers, including, for example, Vice Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, or by the Incorporator in advance of the election of the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal.

One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

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Section 2. President.

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

Section 3. Vice President

There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairman and the President, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

Section 4. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

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Section 5. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Secretary, if deemed necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors.

Section 6. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 7. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any Vice President, or their respective delegates, shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article V, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4. Lost and Stolen Stock Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - PURPOSE

Section 1. Purpose.

The purpose of the corporation is to, and the corporation shall have the power to, engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. Except however, the corporation, the directors and the officers shall have no power to take any action that will cause the corporation to fail to qualify, or to lose its status, under 30 Del. C. Section 1902(b)(8).

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ARTICLE VII - INDEMNIFICATION AND INSURANCE

Section 1. Scope.

Notwithstanding anything in these Bylaws to the contrary, no person shall be entitled to indemnification if such indemnification would be in contravention of the General Corporation Law of the State of Delaware and/or other applicable laws. Every person shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such officer or director of the corporation is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to subsequent determination of the right to be so indemnified. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the Board of Directors at any time determines that such person is entitled to the benefits of this Article. As used herein, “expense” shall include reasonable fees and expenses of counsel selected by such person and appointed by the company; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement.

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Notwithstanding anything to the contrary contained in this Article, a person will be entitled to indemnification hereunder only if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe this conduct was unlawful.

Section 2. Means of Indemnification.

The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Section 3. Agreement for Indemnification.

The corporation shall have the express authority to enter into such agreements as the Board of Directors deems appropriate for the indemnification, including advancement of expenses, of present or future directors and officers of the corporation and other persons in connection with their service to, or status with, the corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the corporation.

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Section 4. Nature of Right of Indemnification.

The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

Section 5. Non-Payment by Corporation.

In the event any indemnification or advance of expenses to which a person is entitled under paragraph 1 of this Article is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. The corporation shall promptly reimburse the claimant for all costs and expenses, including attorneys’ fees, incurred in bringing and pursuing such action, subject to the corporation’s right to recover the amount of such reimbursement in the event and to the extent that it is ultimately determined by the final judgment of a court of competent jurisdiction that the claimant is not entitled to indemnification under this Article.

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ARTICLE VIII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before of after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE IX - MISCELLANEOUS

Section 1. Corporate Seal.

If the Incorporator has not done so prior to the election of the Board of Directors, the Board may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. Duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

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Section 2. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of an account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 3. Fiscal Year.

If the Incorporator has not done so prior to the election of the Board of Directors, the fiscal year of the corporation shall be as fixed by the Board of Directors.

Section 4. Time Periods.

In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X - AMENDMENTS

Section 1. Amendments.

These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by a majority vote or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

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EX-3.111

Exhibit 3.111

ARTICLES OF INCORPORATION

OF

[NAME OF ENTITY]

Pursuant to the provisions of the Georgia Business Corporation Act, the undersigned incorporator submits the following Articles of Incorporation:

FIRST: The name of the corporation is                                         .

SECOND: The number of shares the corporation is authorized to issue is                                          shares of                                         .

THIRD: The street address of the initial registered office of the corporation is                                         , and the initial registered agent at that office is                                         . The county of the registered office is                      County.

FOURTH: The name and address of each incorporator is                                         .

FIFTH: The mailing address of the initial principal office of the corporation is                                         .

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this      day of             ,         .

Name:

EX-3.112

Exhibit 3.112

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EASTERN STATES ENGINEERING, INC.

* * * * *

EASTERN STATES ENGINEERING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

“RESOLVED, that the Certificate of Incorporation of Eastern States Engineering be amended by changing Article One so that, as amended, said Article shall be and read as follows:

The name of the corporation is ESE Consultants, Inc.”

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by Christopher Stocke, its President and Chief Operating Officer, this 9^th day of May, 2007.

By:	/s/ Christopher Stocke
	Christopher Stocke
	President and Chief Operating Officer

EX-3.113

Exhibit 3.113

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Incorporation-For Profit

(15 Pa.C.S.)

X    Business-stock (§ 1306)	Management (§ 2703)
Business-nonstock (§ 2102)	Professional (§ 2903)
Business-statutory close (§ 2303)	Insurance (§ 3101)
Cooperative (§ 7102)

Name	Document will be returned to the name and address you enter to the left. Ü
Address
City                                         State                              Zip Code

Fee:  $125

In compliance with the requirements of the applicable provisions (relating to corporations and unincorporated associations), the undersigned, desiring to incorporate a corporation for profit, hereby states that:

1.      The name of the corporation (corporate designator required, i.e., “corporation”, “incorporated”, “limited” “company” or any abbreviation. “Professional corporation” or “P.C”):

Gigliotti Surrey Hill Associates, Inc.

2.     The (a) address of this corporation’s current registered office in this Commonwealth (post office box, alone, is not acceptable) or (b) name of its commercial registered office provider and the county of venue is:
(a) Number and Street	City	State	Zip	County
Summit Square Ctr., Suite 2 G,H, Rte. 413	Langhorne	PA	19047	Bucks Co.
(b) Name of Commercial Registered Office Provider				County
c/o:

    3.     The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

    4.     The aggregate number of shares authorized: 1000 par value $.01

5.     The name and address, including number and street, if any, of each incorporator (all incorporators must sign below):
Name  Ryan J. Lehrfeld, Esquire	Address c/o Archer & Greiner
	One Centennial Square, Haddonfield, NJ 08033

    6.     The specified effective date, if any: upon filing.

            month/day/year    hour, if any

    7.     Additional provisions of the articles, if any, attach an 8 ¹/2 by 11 sheet.

    8.      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

  XXXXXXXXXXXXXXXXX

    9.     XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

  XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

IN TESTIMONY WHEREOF, the incorporator(s) has/have signed these Articles of Incorporation this

23rd day of June, 2004.

/s/ Ryan J. Lehrfeld, Esquire

Signature

Signature

EX-3.114

Exhibit 3.114

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

x Business Corporation (§ 1915)

¨ Nonprofit Corporation (§ 5915)

Name	Document will be returned to the name and address you enter to the left. Ü
Address
City                                         State                              Zip Code

Fee:  $70

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

1.  The name of the corporation is:

Gigliotti Surrey Hill Associates, Inc.

2.     The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street	City	State	Zip	County
Summit Square Ctr., Suite 2 G, H, Rte. 413	Langhorne	PA	19047	Bucks Co.
(b) Name of Commercial Registered Office Provider				County
c/o

    3.     The statute by or under which it was incorporated: Pennsylvania Business Corporation Act of 1988

    4.     The date of its incorporation:    June 24, 2004

5.     Check, and if appropriate complete, one of the following:

x   The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

¨   The amendment shall be effective on:                      at                     

                                                                              Date               Hour

6.     Check one of the following:

¨   The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or

§ 5914(a).

x   The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

7.     Check, and if appropriate, complete one of the following:

¨   The amendment adopted by the corporation, set forth in full, is as follows

x   The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part

hereof.

8.     Check if the amendment restates the Articles:

¨   The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this

27th day of January, 2006.

Gigliotti Surrey Hill Associates, Inc.

Name of Corporation

Signature

Mark J. Warshauer, Vice President

Title

EXHIBIT A

ARTICLES OF AMENDMENT – DOMESTIC

1. The name of the corporation is Toll PA III GP Corp.

2. The address of the corporation’s registered office in this Commonwealth is 250 Gibraltar Road, Horsham, Montgomery County, PA 19044.

EX-3.115

Exhibit 3.115

Washington Profit Corporation
See attached detailed instructions
¨    Filing Fee $180.00
¨    Filing Fee with Expedited Service $230.00	UBI Number:

ARTICLES OF INCORPORATION

Chapter 23B.02 RCW

ARTICLE 1

NAME OF CORPORATION:

(Must contain one of the following corporate designations: Corporation, Incorporated, Limited or Company, or an abbreviation Corp., Inc., Ltd., or Co.)

ARTICLE 2

NUMBER OF AUTHORIZED SHARES:                                          .

(Minimum of one (1) share must be listed)

ARTICLE 3

CLASS OF SHARES: (If no selection is made, class defaults to common stock)

¨       Common Stock

¨       Preferred Stock (If preferred is checked, an attached description is required)

ARTICLE 4

EFFECTIVE DATE OF INCORPORATION: (Please check one of the following)

¨       Upon filing by the Secretary of State

¨       Specific Date:                      (Specified effective date must be within 90 days AFTER the Articles of Incorporation have  been filed by the Office of the Secretary of State)

ARTICLE 5

TENURE: (Please check one of the following and indicate the date if applicable)

¨       Perpetual existence

¨       Specific term of existence                      (Number of years or date of termination)

Profit Corporation - Incorporation Washington Secretary of State

Page 1 of 2

ARTICLE 6 NAME AND ADDRESS OF THE WASHINGTON STATE REGISTERED AGENT:
Name:
Physical Location Address (required):
City	WA Zip Code
Mailing or Postal Address (optional):
City	WA Zip Code
CONSENT TO SERVE AS REGISTERED AGENT: I consent to serve as Registered Agent in the State of Washington for the above named corporation. I understand it will be my responsibility to accept Service of Process on behalf of the corporation; to forward mail to the corporation; and to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address. C T Corporation System

X   by:

        Signature of Registered Agent Printed Name Date                     

ARTICLE 7
NAME AND ADDRESS OF EACH INCORPORATOR: (If necessary, attach additional names and addresses)
Name:
Address:
City	State	Zip Code
Name:
Address:
City	State	Zip Code
This document is hereby executed under penalties of perjury, and is, to the best of my knowledge, true and correct.

X
	Signature of Incorporator	Printed Name/Title	Date                    Phone  Number

Profit Corporation - Incorporation Washington Secretary of State

Page 2 of 2

EX-3.116

Exhibit 3.116

Natalie E. Tennant Secretary of State 1900 Kanawha Blvd E Bldg 1, Suite 157-K Charleston, WV 25305	WEST VIRGINIA ARTICLES OF INCORPORATION	Penney Barker, Manager Corporations Division Tel: (304)558-8000 Fax: (304)558-8381 www.wvsos.com
FILE ONE ORIGINAL (Two if you want a filed stamped copy returned to you) FEE:   See chart on page 4 for applicable fees		Hrs: 8:30 a.m. – 5:00 p.m. ET Control #

The undersigned, acting as incorporator(s) according to the West Virginia Code, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual:

1.	The name of the West Virginia corporation shall be:
	[This name is your official name and must be used in its entirety when in use unless a trade name is registered with the Office of the Secretary of State, according to Chapter 47-8 of the West Virginia Code.]
2.	The address of the principal office	Street:
	of the corporation will be:
		City/State/Zip:
	located in the county of:
		County:
	The mailing address of the above	Street/Box:
	location, if different, will be
		City/State/Zip:
3.	The physical address (not a PO Box)	Street:
	of the principal place of business in West Virginia, if any:	City/State/Zip:
		County:
	The mailing address of the above	Street/Box:
	location, if different, will be:
		City/State/Zip:
4.	The name and address of the person to whom notice of process may be sent, if any, will be:	Name:
		Street:
		City/State/Zip:
5.	E-mail address where business correspondence may be received:
6.	The corporation is organized as: (check one below)

¨ NON-PROFIT, NON-STOCK, (if you plan on applying for 501(c)(3) status with the IRS you may want to include certain language that is required by IRS the be included in your articles of incorporation.

¨ FOR PROFIT

Form CD-1 Issued by the Office of the Secretary of State

WEST VIRGINIA ARTICLES OF INCORPORATION Page 2

7. FOR PROFIT ONLY:

The total value of all authorized capital stock of the corporation will be $                    .

The capital stock will be divided into                      shares at the par value of $                     per share.

8.

The purpose for which this corporation is formed is as follows: (Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial painting”, “retail grocery and sale of beer and wine”. Purpose may conclude with words “…including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

9.

FOR NON PROFITS ONLY: (Check the statement that applies to your entity)

¨ Corporation will have no members

¨ Corporation will have members

(NOTE) If the corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifications and rights of the members of each class is to be set forth in the articles of incorporation or bylaws. If this applies to your entity then you will have to attach a separate sheet listing the above required information, unless it will fit in the space below.

10.

The name and address of the incorporator(s) is:

Name Address City/State/Zip

11.	The number of acres of land it holds or expects to hold in West Virginia is:
12.	Contact and Signature Information:

a. Contact person to reach in case there is a problem with filing: Phone #

b. Print name of person who is signing articles of incorporation:

c. Signature of Incorporator: Date:

Form CD-1 Issued by the Office of the Secretary of State

EX-3.117

Exhibit 3.117

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

1450 WASHINGTON LLC

This Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this 26^th day of March, 2010 by Hoboken Land LP, a New Jersey limited partnership (the “Sole Member”).

WHEREAS, 1450 Washington LLC (the “Company”) was formed on March 18, 2010 upon the filing of a Certificate of Formation with the Office of the State Treasurer of New Jersey;

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the New Jersey Limited Liability Company Act (N.J. Stat. § 42:2B-1, et seq.), as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is “1450 Washington LLC.”

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, zoning permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of New Jersey is c/o The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

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6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of New Jersey is c/o The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to two (2) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of Robert I. Toll and Zvi Barzilay as Managers of the Company.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, a Treasurer, a Secretary and one or more Assistant Secretaries. Attached hereto as Exhibit B are the current officers of the Company.

(ii) Each Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company.

(iii) Each Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another individual (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the Officer. Any person or entity dealing with the Company may

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conclusively presume that an Authorized Representative specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Authorized Representative.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

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11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW JERSEY, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

HOBOKEN LAND LP
SOLE MEMBER
BY:	TOLL LAND CORP. NO. 10
	General Partner
By:
	David A. Larkin
	Assistant Vice President and Assistant Secretary

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EXHIBIT A

Sole Member	Address
Hoboken Land LP	250 Gibraltar Road
	Horsham, PA 19044

5

EXHIBIT B

OFFICER LIST

6

EX-3.118

Exhibit 3.118

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ARBOR HILLS DEVELOPMENT LLC

This Second Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this 23^rd day of January, 2006 by Toll MI IV Limited Partnership, a Michigan limited partnership (the “Sole Member”).

WHEREAS, Arbor Hills Development LLC (the “Company”) was formed on August 24, 2005 upon the filing of the Articles of Organization with the Michigan Department of Labor & Economic Growth, Bureau of Commercial Services;

WHEREAS, the Sole Member acquired 100% of the membership interest of the Company on October 23, 2005;

WHEREAS, the Sole Member now desires to amend and restate the Company’s Operating Agreement.

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Michigan Limited Liability Act, as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is “Arbor Hills Development LLC”.

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is the acquisition, investment and ownership in real property, and other lawful acts permitted by the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, zoning permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

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5. Registered Office. The address of the registered office of the Company in the State of Michigan is 30600 Telegraph Road, Bingham Farms, MI 48025.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Michigan are The Corporation Company, 30600 Telegraph Road, Bingham Farms, MI 48025.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of Robert I. Toll, Zvi Barzilay and Joel H. Rassman as Managers of the Company. The Board shall in each case act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Executive Vice Presidents, a Regional President, a Group President, one or more Senior Vice Presidents and Division Senior Vice Presidents, one or more Vice Presidents and Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents and Division Assistant Vice Presidents and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as deemed necessary or appropriate to carry on the business of the Company.

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(iii) Each Principal Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another Officer to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the Principal Officer. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

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11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF MICHIGAN, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

[SIGNATURE ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

TOLL MI IV LIMITED PARTNERSHIP
SOLE MEMBER
BY:	TOLL MI GP CORP.
	General Partner
By:
	Kenneth J. Greenspan
	Assistant Secretary

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EXHIBIT A

Sole Member	Address
Toll MI IV Limited Partnership	250 Gibraltar Road
	Horsham, PA 19044

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EXHIBIT B

OFFICER LIST

7

EX-3.119

Exhibit 3.119

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

MARTINSBURG VENTURES, L.L.C.

This Second Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this 4^th day of August, 2008 by Toll Land XXI Limited Partnership, a Virginia limited partnership (the “Sole Member”).

WHEREAS, Martinsburg Ventures, L.L.C. (the “Company”) was formed on February 5, 2004 upon the filing of the Articles of Organization with the Virginia State Corporation Commission;

WHEREAS, the Sole Member acquired 100% of the membership interests of the Company on September 28, 2005;

WHEREAS, the Sole Member entered into an Amended and Restated Limited Liability Company Operating Agreement, dated September 29, 2005 (the “Amended Agreement”);

WHEREAS, the Sole Member now desires to further amend and restate the Company’s Amended Agreement.

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Virginia Limited Liability Company Act, as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is “Martinsburg Ventures, L.L.C.”

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is the acquisition, investment and ownership in real property, and other lawful acts permitted by the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the

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Company, including, without limitation, any and all deeds, contracts, leases, zoning permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the Commonwealth of Virginia is c/o CT Corporation System, 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Virginia are CT Corporation System, 4701 Cox Road, Suite 301, Glen Allen, Virginia 23060.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of Robert I. Toll, Zvi Barzilay and Joel H. Rassman as Managers of the Company. The Board shall in each case act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Executive Vice Presidents, a Regional President, a Group President, one or more Senior Vice Presidents and Division Senior Vice Presidents, one or more Vice Presidents and Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents and Division Assistant Vice Presidents and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

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(ii) Each Principal Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, deeds, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company.

(iii) Each Principal Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another Officer to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, deeds, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the Principal Officer. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, deed, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as

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well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE COMMONWEALTH OF VIRGINIA, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

[SIGNATURE ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

TOLL LAND XXI LIMITED PARTNERSHIP
SOLE MEMBER
BY:	TOLL VA GP CORP.
	General Partner
By:
	Mark J. Warshauer
	Vice President

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EXHIBIT A

Sole Member	Address
Toll Land XXI Limited Partnership	250 Gibraltar Road
	Horsham, PA 19044

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EXHIBIT B

OFFICER LIST

7

EX-3.120

Exhibit 3.120

ARTICLES OF AMENDMENT

TO

ARTICLES OF ORGANIZATION

ORLANDO TBI REALTY LLC

FIRST:	The Articles of Organization were filed on March 1, 2006 and assigned Document Number L06000022550.
SECOND:	This Amendment is submitted to amend the following:
	Carol Mumford is removed as a manager. Her replacement is:
	Paige Colvin
	131 Chadwick Drive
	Davenport, FL 32824

Dated August 3, 2006

/s/ Dollie Temples

Signature of a member or authorized representative of a member

Dollie Temples, Manager & President

EX-3.121

Exhibit 3.121

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

PT MAXWELL HOLDINGS, LLC

This Amended and Restated Limited Liability Company Operating Agreement (the “Restated Agreement”) is entered into as of this 29^th day of March, 2006 by Toll Hudson LP, a New Jersey limited partnership, and Toll Hoboken LLC, a Delaware limited liability company (collectively, the “Members”).

WHEREAS, PT Maxwell Holdings LLC (the “Company”) was formed on March 4, 2005 upon the filing of the Certificate of Formation with the New Jersey Division of Revenue; and

WHEREAS, the Company was governed by an Operating Agreement, dated March 15, 2005 (the “Agreement”); and

WHEREAS, Pinnacle 1101 Ventures, L.L.C. (“Pinnacle”) owned a Fifty Percent (50%) membership interest (“Membership Interest”) in the Company;

WHEREAS, Pinnacle transferred its Membership Interest to Toll Hoboken LLC on November 2, 2005;

WHEREAS, the Members desires to amend and restate the Agreement;

NOW THEREFORE, THE MEMBERS, by execution of this Restated Agreement, hereby continue the Company as a limited liability company pursuant to the New Jersey Limited Liability Company Act, as amended from time to time (the “Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is PT Maxwell Holdings, LLC.

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on the fiscal year end required for U.S. federal income tax purposes. The Members are authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents

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and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of New Jersey is 820 Bear Tavern Road, West Trenton, New Jersey 08628.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of New Jersey are The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

7. Members. The names, mailing addresses and percentage interests of the Members are set forth on Exhibit A attached to this Agreement.

8. Designation of Manager.

(i) The Members hereby agree that the responsibility for managing the business and affairs of the Company shall be delegated to one (1) manager (the “Manager”) and they hereby consent to the appointment of Toll Land Corp. No. 10, a Delaware corporation, as the sole Manager of the Company.

(ii) The Manager shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Members, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of the Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Members shall be required to designate a new manager.

(iv) The Manager may appoint one or more officers of the Company (each, an “Officer” and collectively, the “Officers”), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Vice Presidents and Assistant Secretaries. Each such Officer shall have delegated to him the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action as he deems necessary and in the best interest of the Company. The Officers shall serve at the pleasure of the Manager, and the Manager may remove any person as an Officer and/or appoint additional persons as Officers, as the Manager deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, the Members hereby appoint as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite their names.

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9. Exculpation and Indemnification. In the event that the Members, or any of their direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, the Managers or Officers (collectively, the “Indemnified Persons”, each, including such member, an “Indemnified Person”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

10. Admission. The Members are hereby deemed admitted as the members of the Company upon the execution and delivery of this Restated Agreement.

11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Members in accordance with their percentage interests.

12. Distributions. Distributions shall be made to the Members in accordance with their percentage interests.

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13. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor any affiliate, director, officer, partner or controlling person of the Members shall be obligated personally for any such debt, obligation or liability of the Company.

14. Governing Law. THIS RESTATED AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW JERSEY, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

15. Amendments. This Restated Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Members.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Restated Agreement as of the date first written above.

MEMBERS
TOLL HUDSON LP
BY:	TOLL LAND CORP. NO. 10 General Partner
By:
	David A. Larkin
	Assistant Vice President &
	Assistant Secretary
TOLL HOBOKEN LLC
By:
	David A. Larkin
	Assistant Vice President &
	Assistant Secretary

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EXHIBIT A

Members	Percentage Interest			Address
Toll Hudson LP		50	%	250 Gibraltar Road Horsham, PA 19044
Toll Hoboken LLC		50	%	250 Gibraltar Road Horsham, PA 19044

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EXHIBIT B

OFFICER LIST

6

EX-3.122

Exhibit 3.122

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

PT MAXWELL, L.L.C.

This Fourth Amended and Restated Limited Liability Company Operating Agreement (the “Restated Agreement”) is entered into as of this 22^nd day of November, 2010 by PT Maxwell Holdings, LLC, a New Jersey limited liability company (the “Sole Member”).

WHEREAS, PT Maxwell, L.L.C. (the “Company”) was formed on December 1, 2003 upon the filing of a Certificate of Formation with the New Jersey Division of Revenue; and

WHEREAS, the Company was most recently governed by a Third Amended and Restated Limited Liability Company Operating Agreement, dated March 29, 2006 (the “Agreement”); and

WHEREAS, the Sole Member desires to further amend and restate the Agreement;

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the New Jersey Limited Liability Company Act, as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is “PT Maxwell, L.L.C.”

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, zoning permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

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5. Registered Office. The address of the registered office of the Company in the State of New Jersey is c/o The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of New Jersey is c/o The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to two (2) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of Douglas C. Yearley, Jr. and Zvi Barzilay as Managers of the Company.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the remaining Manager shall be required to designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, a Treasurer, a Secretary and one or more Assistant Secretaries. Attached hereto as Exhibit B are the current officers of the Company.

(ii) Each Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, including, but not limited to, the following transactions (the “Transactions”):

a) acquisition of direct or indirect interests in real property

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b) approvals or permits relating to real property

c) development or improvement of real property

d) financing or refinancing in connection with real property

e) sale of direct or indirect interests in real property

f) acquisition of loans, notes or mortgages

g) acquisition of interests in corporations, limited liability companies or partnerships

h) sale of interests in corporations, limited liability companies or partnerships

i) financing or refinancing in connection with matters unrelated to real property

j) sale or conveyance of homes, units, lots or parcels

k) application or renewal of licenses

l) formation, qualification, conversion, merger or dissolution of corporations, limited liability companies and partnerships

(iii) Each Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by an Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

(iv) The Sole Member hereby appoints the following officers of Toll Brothers, Inc., a Delaware corporation, as authorized representatives (the “Banking Authorized Representatives”) of the Company:

Chief Executive Officer

President

Chief Financial Officer

Assistant Treasurer

General Counsel

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Any one of the Banking Authorized Representatives are individually authorized, on behalf of the Company, to (i) enter into any agreement for cash management products and services relating to bank accounts and/or other general banking services, including, without limitation, electronic funds transfer services, electronic information services, automated clearing house services, fraud prevention serves and automated sweep investment services; (ii) do any and all necessary acts relating to the opening, maintaining and closing of bank accounts; (iii) add authorized signatories to bank accounts for the purpose of signing checks, drafts, instruments or other orders for the payment or transfer of funds; (iv) remove authorized signatories from bank accounts and (v) withdraw and transfer funds between bank accounts.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any manager or Officer (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

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11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW JERSEY, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

PT MAXWELL HOLDINGS, LLC
SOLE MEMBER
By:
	David A. Larkin
	Assistant Vice President and Assistant Secretary

5

EXHIBIT A

Sole Member	Address
PT Maxwell Holdings, LLC	250 Gibraltar Road
	Horsham, PA 19044

6

EXHIBIT B

OFFICER LIST

7

EX-3.123

Exhibit 3.123

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY

OPERATING AGREEMENT OF PT MAXWELL, L.L.C.

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is entered into as of February 16, 2011 by PT Maxwell Holdings, LLC, a New Jersey limited liability company (“Holdings”).

BACKGROUND

A. Holdings is the sole member (the “Sole Member”) of PT Maxwell, L.L.C., a New Jersey limited liability company (the “Company”).

B. The Sole Member entered into a Fourth Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of the Company on November 22, 2010.

C. Pursuant to Section 16 of the Agreement, the Agreement may only be modified, altered, supplemented or amended pursuant to a written agreement executed by the Sole Member.

D. The Sole Member desires to amend Section 9(iv) of the Agreement.

NOW THEREFORE, intending to be legally bound hereby, the Sole Member removes the existing language in Section 9(iv) of the Agreement and replaces it with the following language:

The Sole Member hereby appoints the following officers of Toll Bros., Inc., a Pennsylvania corporation, as authorized representatives (the “Authorized Representatives”) of the Company:

Chief Executive Officer

President

Chief Financial Officer

Assistant Treasurer

General Counsel

Any one of the Authorized Representatives are individually authorized, on behalf of the Company, to (i) enter into any agreement for cash management products and services relating to bank accounts and/or other general banking services, including, without limitation, electronic funds transfer services, electronic information services, automated clearing house services, fraud prevention serves and automated sweep investment services; (ii) do any and all necessary acts relating to the opening, maintaining and closing of bank accounts; (iii) add authorized signatories to bank accounts for the purpose of signing checks, drafts, instruments or other orders for the payment or transfer of funds; (iv) remove authorized signatories from bank accounts and (v) withdraw and transfer funds between bank accounts.

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IN WITNESS WHEREOF, the Sole Member has executed this Amendment as of the date first written above.

PT MAXWELL HOLDINGS, LLC
SOLE MEMBER
By:
	David A. Larkin
	Assistant Vice President &
	Assistant Secretary

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EX-3.124

Exhibit 3.124

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

REGENCY AT WASHINGTON I LLC

This Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this 26^th day of October, 2009 by Regency at Washington II LLC, a New Jersey limited liability company (the “Sole Member”).

WHEREAS, Regency at Washington I LLC (the “Company”) was formed on October 19, 2005 upon the filing of a Certificate of Formation with New Jersey State Treasurer; and

WHEREAS, the Sole Member entered into a Limited Liability Company Operating Agreement, dated January 5, 2006 (the “Initial Agreement”);

WHEREAS, the Sole Member now desires to further amend and restate the Company’s Initial Agreement.

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the New Jersey Limited Liability Company Act (N.J. Stat. § 42:2B-1, et seq.), as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is “Regency at Washington I LLC.”

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, zoning permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

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5. Registered Office. The address of the registered office of the Company in the State of New Jersey is c/o The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of New Jersey is c/o The Corporation Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey 08628.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to two (2) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of Robert I. Toll and Zvi Barzilay as Managers of the Company.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, a Treasurer, a Secretary and one or more Assistant Secretaries. Attached hereto as Exhibit B are the current officers of the Company.

(ii) Each Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, deeds, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company.

(iii) Each Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another

2

individual (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, deeds, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the Officer. Any person or entity dealing with the Company may conclusively presume that an Authorized Representative specified in such a written delegation of authority who executes a contract, certificate, agreement, deed, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Authorized Representative.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

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11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW JERSEY, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

[SIGNATURE ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

REGENCY AT WASHINGTON II LLC
SOLE MEMBER
By:
	David A. Larkin
	Assistant Vice President and Assistant Secretary

5

EXHIBIT A

Sole Member	Address
Regency at Washington II LLC	250 Gibraltar Road
	Horsham, PA 19044

6

EXHIBIT B

OFFICER LIST

7

EX-3.125

Exhibit 3.125

  Form 205   Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee:  $300              Certificate of Formation Limited Liability Company This space reserved for office use.

Article 1 – Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 – Registered Agent and Registered Office

(See instructions. Select and complete either A or B and complete C.)

¨  A. The initial registered agent is an organization (cannot be entity named above) by the name of:

OR

¨  B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

		TX
Street Address	City	State	Zip Code

Article 3 – Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

¨  A. The limited liability company will have managers. The name and address of each initial manager are set forth below.

¨  B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

GOVERNING PERSON 1
NAME (Enter the name of either an individual or an organization, but not both.)
	IF INDIVIDUAL
	First Name	M.I.                     Last Name		Suffix
	OR IF ORGANIZATION
	Organization Name
ADDRESS
Street or Mailing Address		City	State         Country        Zip Code

Form 205 4

GOVERNING PERSON 2
NAME (Enter the name of either an individual or an organization, but not both.)
	IF INDIVIDUAL
	First Name	M.I.                     Last Name		Suffix
	OR IF ORGANIZATION
	Organization Name
ADDRESS
Street or Mailing Address		City	State         Country        Zip Code

GOVERNING PERSON 3
NAME (Enter the name of either an individual or an organization, but not both.)
	IF INDIVIDUAL
	First Name	M.I.                     Last Name		Suffix
	OR IF ORGANIZATION
	Organization Name
ADDRESS
Street or Mailing Address		City	State         Country        Zip Code

Article 4 – Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Form 205 5

Organizer

The name and address of the organizer:

Name

Street or Mailing Address                 City State                 Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A. ¨ This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                                                                                                                     

C. ¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                                                                                                                                     

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

Date:

Signature of organizer

Printed or typed name of organizer

Form 205 6

EX-3.126

Exhibit 3.126

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of             ,          by Toll TX GP Corp., a Delaware corporation and Toll Southwest LP Company, Inc., a Delaware corporation (individually, a “Member” and collectively, the “Members”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the Certificate of Formation with the Texas Office of the Secretary of State;

NOW THEREFORE, THE MEMBERS, by execution of this Agreement, hereby continue the Company as a limited liability company pursuant to the Texas Business Organizations Code (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Members are authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objects and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Texas are CT Corporation System, 350 N. St. Paul Street, Dallas, TX 75201.

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7. Members. The names, mailing addresses and percentage interests of the Members are set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Members hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                          as Managers of the Company. The Board may act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Members, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the remaining Managers may designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a Chief Executive Officer, a President, one or more Executive Vice Presidents, a Regional President, a Group President, one or more Senior Vice Presidents and Division Senior Vice Presidents, one or more Vice Presidents and Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents and Division Assistant Vice Presidents and one or more Assistant Secretaries. By execution hereof, the Members hereby appoint as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, instruments, deeds and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company.

(iii) Each Principal Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another Officer to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, instruments, deeds and other documents, and to take any such action, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the

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Principal Officer. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer.

10. Exculpation and Indemnification. In the event that the Members or any of their direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Members are hereby deemed admitted as the members of the Company upon the execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Members in accordance with their percentage interests.

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13. Distributions. Distributions shall be made to the Members in accordance with their percentage interests.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF TEXAS, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Members.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

MEMBERS
TOLL TX GP CORP.
By:
	Name:
	Title:
TOLL SOUTHWEST LP COMPANY, INC.
By:
	Name:
	Title:

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EXHIBIT A

Members	Percentage Interest			Address
Toll TX GP Corp.		1	%	250 Gibraltar Road Horsham, PA 19044
Toll Southwest LP Company, Inc.		99	%	250 Gibraltar Road Horsham, PA 19044

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EXHIBIT B

INITIAL OFFICER LIST

6

EX-3.127

Exhibit 3.127

FIRST AMENDMENT TO

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF

[                                         ]

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is made as of the      day of             ,          by Toll TX GP Corp., a Delaware corporation and Toll Southwest LP Company, Inc., a Delaware corporation (collectively, the “Members”).

BACKGROUND

A. The Members entered into that certain Limited Liability Company Operating Agreement of                                         , a Texas limited liability company (the “Company”), on                                          (the “Agreement”).

B. The Members desire to amend and restate Section 9 of the Agreement.

NOW THEREFORE, intending to be legally bound hereby, the Members hereby remove the current language contained in Section 9 of the Agreement and replace it as follows:

9. Officers.

(i) The Board is authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a Chief Executive Officer, a President, one or more Executive Vice Presidents, a Regional President, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents or Division Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries. By execution hereof, the Members hereby appoint as the Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, including, but not limited to, the following transactions (the “Transactions”):

a) acquisition of direct or indirect interests in real property

b) approvals or permits relating to real property

c) development or improvement of real property

d) financing or refinancing in connection with real property

e) sale of direct or indirect interests in real property

f) acquisition of interests in corporations, limited liability companies, or partnerships

g) sale of interests in corporations, limited liability companies, or partnerships

h) financing or refinancing in connection with matters unrelated to real property

i) sale or conveyance of homes, units or lots

j) application or renewal of licenses

k) formation, qualification, conversion, merger or dissolution of corporations, limited liability companies, and partnerships

(iii) Each Principal Officer is hereby authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize any other Officer to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Officer specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Officer.

(iv) Each Principal Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise

conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

IN WITNESS WHEREOF, the Members have executed this First Amendment as of the day and year first written above.

TOLL TX GP CORP.
By:
	Name:
	Title:
TOLL SOUTHWEST LP COMPANY, INC.
By:
	Name:
	Title:

EXHIBIT B

OFFICER LIST

EX-3.128

Exhibit 3.128

	State of California             Secretary of State
LIMITED LIABILITY COMPANY CERTIFICATE OF AMENDMENT
A $30.00 filing fee must accompany this form.
IMPORTANT – Read instructions before completing this form.		This Space For Filing Use Only

1.      SECRETARY OF STATE FILE NUMBER	2.    NAME OF LIMITED LIABILITY COMPANY
201035510103	Toll CA Note I LLC

3.      COMPLETE ONLY THE SECTIONS WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED IF NECESSARY.

A.      LIMITED LIABILITY COMPANY NAME (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY,” “LTD. LIABILITY CO.” OR THE ABBREVIATIONS “LLC” OR “L.L.C.”)

Toll CA I LLC

B.      THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (CHECK ONE):

¨       ONE MANAGER

¨      MORE THAN ONE MANAGER

¨      ALL LIMITED LIABILITY COMPANY MEMBER(S)

C.      AMENDMENT TO TEXT OF THE ARTICLES OF ORGANIZATION:

D.      OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE A CHANGE IN THE LATEST DATE ON WHICH THE LIMITED LIABILITY COMPANY IS TO DISSOLVE OR ANY CHANGE IN THE EVENTS THAT WILL CAUSE THE DISSOLUTION.

4.      FUTURE EFFECTIVE DATE, IF ANY:

MONTH DAY YEAR

5.      NUMBER OF PAGES ATTACHED, IF ANY:

6.      IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

		May 10, 2011
	SIGNATURE OF AUTHORIZED PERSON	DATE
	Zvi Barzilay, Manager
	TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
7.      RETURN TO:

NAME

FIRM

ADDRESS

CITY/STATE

ZIP CODE

SEC/STATE FORM LLC-2 (Rev. 03/2005) – FILING FEE $30.00 APPROVED BY SECRETARY OF STATE

EX-3.129

Exhibit 3.129

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[                                         ]

This Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of             ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the                                          with the                                         ;

NOW THEREFORE, THE SOLE MEMBER, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the                                          (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of                      is                                         .

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of                      is                                         .

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                          as Managers of the Company. The Board may act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the remaining Managers shall be required to designate a new manager.

9. Officers.

(i) The Board is authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Regional Presidents, one or more Group Presidents, one or more Senior Vice Presidents or Division Senior Vice Presidents, one or more Vice Presidents or Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents or Division Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, including, but not limited to, the following transactions (the “Transactions”):

a) acquisition of direct or indirect interests in real property

b) approvals or permits relating to real property

c) development or improvement of real property

d) financing or refinancing in connection with real property

e) sale of direct or indirect interests in real property

f) acquisition of loans, notes or mortgages

g) acquisition of interests in corporations, limited liability companies or partnerships

h) sale of interests in corporations, limited liability companies or partnerships

i) financing or refinancing in connection with matters unrelated to real property

j) sale or conveyance of homes, units, lots or parcels

k) application or renewal of licenses

l) formation, qualification, conversion, merger or dissolution of corporations, limited liability companies, and partnerships

(iii) Each Principal Officer is hereby authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize any other Officer to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Officer specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Officer.

(iv) Each Principal Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on

behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

(v) Any one the following Officers are individually authorized, on behalf of the Company, to (i) enter into any agreement for cash management products and services relating to bank accounts and/or other general banking services, including, without limitation, electronic funds transfer services, electronic information services, automated clearing house services, fraud prevention serves and automated sweep investment services; (ii) do any and all necessary acts relating to the opening, maintaining and closing of bank accounts; (iii) add authorized signatories to bank accounts for the purpose of signing checks, drafts, instruments or other orders for the payment or transfer of funds; (iv) remove authorized signatories from bank accounts and (v) withdraw and transfer funds between bank accounts:

Chief Executive Officer

President

Chief Financial Officer

Assistant Treasurer

General Counsel

10. Exculpation and Indemnification. In the event that the Sole Member or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the

other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and the Sole Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon the execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF                                         , ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

SOLE MEMBER
[NAME OF SOLE MEMBER]
By:
	Name:
	Title:

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

EXHIBIT B

OFFICER LIST

8

EX-3.130

Exhibit 3.130

FIRST AMENDMENT TO

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF

TOLL CA NOTE I LLC

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is made as of the 12^th day of May, 2011 by Toll CA Note II LLC, a California limited liability company (the “Sole Member”).

BACKGROUND

A. The Sole Member entered into that certain Limited Liability Company Operating Agreement of Toll CA Note I LLC, a California limited liability company (the “Company”), on December 28, 2010 (the “Agreement”).

B. Pursuant to Section 16 of the Agreement, the Agreement may only be modified, altered, supplemented or amended pursuant to a written agreement executed by the Sole Member.

C. The Company amended its name to “Toll CA I LLC” on May 11, 2011.

D. The Sole Member desires to amend Section 1 of the Agreement to reflect the name amendment.

NOW THEREFORE, intending to be legally bound hereby, the Sole Member hereby amends the current language contained in Section 1 of the Agreement as follows:

1. Name. The name of the limited liability company is Toll CA I LLC.

IN WITNESS WHEREOF, the Sole Member has executed this First Amendment as of the day and year first written above.

TOLL CA NOTE II LLC
By:
	Mark J. Warshauer
	Vice President

EX-3.131

Exhibit 3.131

Form must be filed electronically.

Paper forms are not accepted.

This copy is a sample and cannot be submitted for filing.

Articles of Organization

filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.)

1. The domestic entity name of the limited liability company is

	.
(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd.”. See §7-90-601, C.R.S.)

(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)

2. The principal office address of the limited liability company’s initial principal office is

Street address
	(Street number and name)
	(City)	(State)	(ZIP/Postal Code)

(Province – if applicable) (Country)

Mailing address
(leave blank if same as street address)	(Street number and name or Post Office Box information)
	(City)	(State)	(ZIP/Postal Code)

		.
(Province – if applicable)	(Country)

3. The registered agent name and registered agent address of the limited liability company’s initial registered agent are

Name
(if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR
(if an entity)
(Caution: Do not provide both an individual and an entity name.)

Street address
	(Street number and name)
		CO
	(City)	(State)	(ZIP Code)

Mailing address
(leave blank if same as street address)	(Street number and name or Post Office Box information)
		CO		.
	(City)	(State)	(ZIP Code)

ARTORG_LLC Page 1 of 3 Rev. 2/28/2008

(The following statement is adopted by marking the box.)

¨ The person appointed as registered agent has consented to being so appointed.

4. The true name and mailing address of the person forming the limited liability company are

Name
(if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR
(if an entity)
(Caution: Do not provide both an individual and an entity name.)

Mailing address
	(Street number and name or Post Office Box information)
	(City)	(State)	(ZIP/Postal Code)

		.
(Province – if applicable)	(Country)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

¨ The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.

5. The management of the limited liability company is vested in

(Mark the applicable box.)

¨ one or more managers.

OR

¨ the members.

6. (The following statement is adopted by marking the box.)

¨ There is at least one member of the limited liability company.

7. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

¨ This document contains additional information as provided by law.

8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document is/are		.
	(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

ARTORG_LLC Page 2 of 3 Rev. 2/28/2008

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

9. The true name and mailing address of the individual causing the document to be delivered for filing are

(Last) (First) (Middle) (Suffix)

(Street number and name or Post Office Box information)
(City)	(State)	(ZIP/Postal Code)

		.
(Province – if applicable)	(Country)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

¨ This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

ARTORG_LLC Page 3 of 3 Rev. 2/28/2008

EX-3.132

Exhibit 3.132

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of             ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the                                          with the                                         ;

NOW THEREFORE, THE SOLE MEMBER, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the                                          (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of                      is                                         .

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of                      is                                         .

1

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                          as Managers of the Company. The Board may act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the remaining managers shall be required to designate a new manager.

9. Officers.

(i) The Board is authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Regional Presidents, one or more Group Presidents, one or more Senior Vice Presidents or Division Senior Vice Presidents, one or more Vice Presidents or Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents or Division Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, including, but not limited to, the following transactions (the “Transactions”):

a) acquisition of direct or indirect interests in real property

b) approvals or permits relating to real property

c) development or improvement of real property

d) financing or refinancing in connection with real property

2

e) sale of direct or indirect interests in real property

f) acquisition of interests in corporations, limited liability companies, or partnerships

g) sale of interests in corporations, limited liability companies, or partnerships

h) financing or refinancing in connection with matters unrelated to real property

i) sale or conveyance of homes, units or lots

j) application or renewal of licenses

k) formation, qualification, conversion, merger or dissolution of corporations, limited liability companies, and partnerships

(iii) Each Principal Officer is hereby authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize any other Officer to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Officer specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Officer.

(iv) Each Principal Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

10. Exculpation and Indemnification. In the event that the Sole Member or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action,

3

proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and the Sole Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon the execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF                     , ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

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16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

SOLE MEMBER
[NAME OF SOLE MEMBER]
By:
	Name:
	Title:

5

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

6

EXHIBIT B

INITIAL OFFICER LIST

7

EX-3.133

Exhibit 3.133

	ROSS MILLER
	Secretary of State
	204 North Carson Street, Suite 4
	Carson City, Nevada 89701-4520
	(775) 684-5708
	Website: www.nvsos.gov

Articles of Organization

Limited-Liability Company

(PURSUANT TO NRS CHAPTER 86)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Limited- Liability Company: (must contain approved limited-liability company wording; see instructions)					Check box if a Series Limited- Liability Company ¨	Check box if a Restricted Limited- Liability Company ¨
2. Registered Agent for Service of Process: (check only one box)	¨	Commercial Registered Agent:
			Name
	¨   Noncommercial Registered Agent                             OR (name and address below)			¨ Office or Position with Entity (name and address below)
	Name of Noncommercial Registered Agent    OR    Name of Title of Office or Other Position with Entity
					Nevada
	Street Address			City		Zip Code
					Nevada
	Mailing Address (if different from street address)			City		Zip Code
3. Dissolution Date: (optional)	Latest date upon which the company is to dissolve (if existence is not perpetual):
4. Management: (required)	Company shall be managed by:                     ¨ Manager(s)            OR              ¨ Member(s)
	(check only one box)
5. Name and Address of each Manager or Managing Member: (attach additional page if more than 3)	1)
		Name
	Street Address			City	State	Zip Code
	2)
		Name
	Street Address			City	State	Zip Code
	3)
		Name
	Street Address			City	State	Zip Code
6. Effective Date	Effective Date:			Effective Time:
and Time: (optional)
7. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer)				X
	Name			Organizer Signature
	Address			City	State	Zip Code
8. Certificate of Acceptance of Appointment of Registered Agent:	I hereby accept appointment as Registered Agent for the above named Entity.
	X
	Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity					Date

This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 86 DLLC Articles

EX-3.134

Exhibit 3.134

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of             ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the Articles of Organization with the Nevada Secretary of State;

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Nevada Revised Statutes (NRS 86.011, et seq.), as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts, certificates, leases, instruments, permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of Nevada is                                         .

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6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Nevada is                                         .

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to two (2) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                          as Managers of the Company.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the remaining managers may designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Vice Presidents, a Treasurer and a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), and one or more Assistant Vice Presidents. Attached hereto as Exhibit B are the current Officers of the Company.

(ii) Each Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, deeds, instruments, permits, applications and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company.

(ii) Each Principal Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another individual (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, deeds, instruments, permits, applications and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the Principal Officer. Any person or

2

entity dealing with the Company may conclusively presume that an Authorized Representative specified in such a written delegation of authority who executes a contract, certificate, agreement, deed, instrument, permit, application or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Authorized Representative.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager, Officer or Authorized Representative (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

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12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member.

13. Distributions. Distributions shall be made to the Sole Member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEVADA, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

[SIGNATURE ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

[NAME OF SOLE MEMBER]
SOLE MEMBER
By:
	Name:
	Title:

5

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

6

EXHIBIT B

OFFICER LIST

7

EX-3.135

Exhibit 3.135

ARTICLES OF ORGANIZATION State Form 49459 (R2 / 2-11) Approved by State Board of Accounts, 1999   CHARLES P. WHITE SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington Street, Room E018 Indianapolis, Indiana 46204 Telephone: (317) 232-5576  

INSTRUCTIONS: Use 8 1/2” x 11” white paper for attachments. Present original and one (1) copy to the address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web at www.sos.in.gov. Indiana Code 23-18-2-4   FILING FEE: $90.00

ARTICLES OF ORGANIZATION

The undersigned, desiring to form a Limited Liability Company (hereinafter referred to as “LLC”) pursuant to the provisions of;

Indiana Business Flexibility Act, Indiana Code 23-18-1-1, et seq. as amended, executes the following Articles of Organization:

ARTICLE I - NAME AND PRINCIPAL OFFICE
Name of LLC (the name must include the words “Limited Liability Company”, “L.L.C.”, or “LLC”)
Principal Office: The address of the principal office of the LLC is: (optional)
Post office address	City	State	ZIP  code

ARTICLE II - REGISTERED OFFICE AND AGENT
Registered Agent: The name and street address of the LLC’s Registered Agent and Registered Office for service of process are:
Name of Registered Agent
Address of Registered Office (street or building)	City	Indiana	ZIP code

ARTICLE III - DISSOLUTION
¨	The latest date upon which the LLC is to dissolve:
¨	The Limited Liability Company is perpetual until dissolution.

ARTICLE IV - MANAGEMENT
¨	The Limited Liability Company will be managed by its members.
¨	The Limited Liability Company will be managed by a manager or managers.
	In Witness Whereof, the undersigned executes these Articles of Organization and verifies, subject to penalties of perjury, that the statements contained herein are true, this                  day of                                                          ,             .
Signature		Printed name
This instrument was prepared by: (name)
Address (number, street, city and state)			ZIP code

EX-3.136

Exhibit 3.136

Certificate of Conversion

For

“Other Business Entity”

Into

Florida Limited Liability Company

This Certificate of Conversion and attached Articles of Organization are submitted to convert the following “Other Business Entity” into a Florida Limited Liability Company in accordance with s.608.439, Florida Statutes.

1. The name of the “Other Business Entity” immediately prior to the filing of this Certificate of Conversion is:

Toll Jupiter Limited Partnership                                                                                                              .

(Enter Name of Other Business Entity)

2. The “Other Business Entity” is a limited partnership                                                                     .

(Enter entity type. Example: corporation, limited partnership,

general partnership, common law or business trust, etc.)

first organized, formed or incorporated under the laws of Florida                                                     

(Enter state, or if a non-U.S. entity, the name of the country)

on May 5, 2005                                .

(Enter date “Other Business Entity” was first organized, formed or incorporated)

3. If the jurisdiction of the “Other Business Entity” was changed, the state or country under the laws of which it is now organized, formed or incorporated:

                                                                                                                                                                .

4. The name of the Florida Limited Liability Company as set forth in the attached Articles of Organization:

Toll Jupiter LLC                                                                                                                                       .

(Enter Name of Florida Limited Liability Company)

5. If not effective on the date of filing, enter the effective date:                             .

(The effective date: 1) cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State; AND 2) must be the same as the effective date listed in the attached Articles of Organization, if an effective date is listed therein.)

6. The conversion is permitted by the applicable law(s) governing the other business entity and the conversion complies with such law(s) and the requirements of s.608.439, F.S., in effecting the conversion.

7. The “Other Business Entity” currently exists on the official records of the jurisdiction under which it is currently organized, formed or incorporated.

Page 1 of 2

Signed this 19^th day of September 2008.

Signature of Member or Authorized Representative of Limited Liability Company: Individual signing affirms that the facts stated in this document are true. Any false information constitutes a third degree felony as provided for in s.817.155, F.S.

Signature of Member or Authorized Representative:

Printed Name: Mark J. Warshauer Title: Authorized Representative

Signature(s) on behalf of Other Business Entity: Individual(s) signing affirm(s) that the facts stated in this document are true. Any false information constitutes a third degree felony as provided for in s.817.155, F.S. [See below for required signature(s).]

Signature:

Printed Name: Mark J. Warshauer Title: VP of Toll FL GP Corp.

Signature:

Printed Name: Title:

Signature:

Printed Name: Title:

Signature:

Printed Name: Title:

Signature:

Printed Name: Title:

Signature:

Printed Name: Title:

If Florida Corporation:

Signature of Chairman, Vice Chairman, Director, or Officer.

If Directors or Officers have not been selected, an Incorporator must sign.

If Florida General Partnership or Limited Liability Partnership:

Signature of one General Partner.

If Florida Limited Partnership or Limited Liability Limited Partnership:

Signatures of ALL General Partners.

All others:

Signature of an authorized person.

Fees:

Certificate of Conversion:	$	25.00
Fees for Florida Articles of Organization:	$	125.00
Certified Copy:	$	30.00 (Optional	)
Certificate of Status:	$	5.00 (Optional	)

Page 2 of 2

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I - Name:

The name of the Limited Liability Company is:

Toll Jupiter LLC

(Must end with the words “Limited Liability Company, the abbreviation “L.L.C.,” or the designation “LLC.”)

ARTICLE II - Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
c/o Toll Brothers, Inc.	c/o Toll Brothers, Inc.
250 Gibraltar Road	250 Gibraltar Road
Horsham, PA 19044	Horsham, PA 19044

ARTICLE III - Registered Agent, Registered Office, & Registered Agent’s Signature:

(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

	c/o CT Corporation System
	Name
	1200 South Pine Island Road
	Florida street address (P.O. Box NOT acceptable)
Plantation                                  FL 33324

City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S..

Registered Agent’s Signature (REQUIRED)

(CONTINUED)

Page 1 of 2

ARTICLE IV - Manager(s) or Managing Member(s):

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
“MGR” = Manager “MGRM” = Managing Member
MGRM		Toll FL GP Corp.
		250 Gibraltar Road
		Horsham, PA 19044

(Use attachment if necessary)

ARTICLE V: Effective date, if other than the date of filing:		.
	(OPTIONAL)

(The effective date: 1) cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State; AND 2) must be the same as the effective date listed in the attached Certificate of Conversion, if an effective date listed therein.)

REQUIRED SIGNATURE:

	Signature of a member or an authorized representative of a member.
(In accordance with section 608.408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true. I am aware that any false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.)
	Joseph DeSanto, Authorized Representative
	Typed or printed name of signee

Page 2 of 2

EX-3.137

Exhibit 3.137

ARTICLES OF AMENDMENT

TO

ARTICLES OF ORGANIZATION

OF

TOLL JUPITER LLC

(Name of the Limited Liability Company as it now appears on our records.)

(A Florida Limited Liability Company)

The Articles of Organization for this Limited Liability Company were filed on September 19, 2008 and assigned Florida document number L08000089387.

This amendment is submitted to amend the following:

A. If amending name, enter the new name of the limited liability company here:

The new name must be distinguishable and end with the words “Limited Liability Company,” the designation “LLC” or the abbreviation “L.L.C ”

Enter new principal offices address, if applicable:

(Principal office address MUST BE A STREET ADDRESS)

Enter new mailing address, if applicable:

(Mailing address MAY BE A POST OFFICE BOX)

B. If amending the registered agent and/or registered office address on our records, enter the name of the new registered agent and/or the new registered office address here:

Name of New Registered Agent:
New Registered Office Address:
	Enter Florida street address
		, Florida
	City		Zip Code

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S. Or, if this document is being filed to merely reflect a change in the registered office address, I hereby confirm that the limited liability company has been notified in writing of this change.

If Changing Registered Agent, Signature of New Registered Agent

Page 1 of 2

If amending the Managers or Managing Members on our records, enter the title, name, and address of each Manager or Managing Member being added or removed from our records:

MGR = Manager

MGRM = Managing Member

Title	Name	Address	Type of Action
MGRM	Toll FL GP Corp.	250 Gibraltar Road	¨  Add
		Horsham, PA 19044	x  Remove
MGR	Edward D. Weber	250 Gibraltar Road	x  Add
		Horsham, PA 19044	¨  Remove
MGR	J. Michael Donnelly	250 Gibraltar Road	x  Add
		Horsham, PA 19044	¨  Remove
MGR	Ronald Blum	250 Gibraltar Road	x  Add
		Horsham, PA 19044	¨  Remove
			¨  Add
			¨  Remove
			¨  Add
			¨  Remove

D. If amending any other information, enter change(s) here: (Attach additional sheets, if necessary.)

Dated October 27, 2008.

Signature of a member or authorized representative of a member

Mark J. Warshauer

Typed or printed name of signee

Filing Fee: $25.00

Page 2 of 2

EX-3.138

Exhibit 3.138

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

TOLL JUPITER LLC

This Second Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”), is entered into as of this 21^st day of December, 2010 by Toll Holdings, Inc., a Delaware corporation (the “Sole Member”).

WHEREAS, the Company was formed on September 19, 2008 with the filing of the Articles of Organization with the Florida Secretary of State;

WHEREAS, the Company was originally governed by a Limited Liability Company Operating Agreement dated as of September 22, 2008 (the “Initial Agreement”);

WHEREAS, the Initial Agreement was subsequently amended and restated on October 23, 2008 and the Company is currently governed by the Amended and Restated Limited Liability Company Agreement as of the same date (the “Restated Agreement”);

WHEREAS, the Sole Member desires to amend and restate the Company’s Restated Agreement.

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Florida Limited Liability Company Act (Fla. Stat. § 608.401, et seq.), as amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is Toll Jupiter LLC.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Florida is C/O CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

5. Member. The name and mailing address of the Sole Member is set forth on the attached Exhibit A.

6. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objects and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

7. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of Edward D. Weber, Ralph E. Reinert and Ronald Blum as Managers of the Company. The Board shall in each case act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the remaining Managers shall be required to designate a new manager.

(iv) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(v) Each Principal Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and to take any such actions as deemed necessary or appropriate to carry on the business of the Company.

(vi) Each Principal Officer is hereby authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize any other Officer to

2

execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Officer specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Officer.

(vii) Each Principal Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate to carry of the business of the Company, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

8. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Sole Member and as permitted by applicable law.

9. Liability of Member. The Sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

10. Fiscal Year. The fiscal year of the Company shall end on October 31^st of each year.

11. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to its conflicts of law principles.

12. Amendment. This Agreement may be amended at any time by a written instrument executed by the Sole Member.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

TOLL HOLDINGS, INC.
By:
	Mark J. Warshauer
	Vice President

EXHIBIT A

Member	Address
Toll Holdings, Inc.	c/o Toll Brothers, Inc. 250 Gibraltar Road Horsham, PA 19044

EXHIBIT B

OFFICERS

EX-3.139

Exhibit 3.139

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of                     ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the Certificate of Organization with the Commonwealth of Massachusetts;

NOW THEREFORE, THE SOLE MEMBER, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Massachusetts Limited Liability Company Act (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the Commonwealth of Massachusetts is                                                          .

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Massachusetts is                                                              .

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                                               as Managers of the Company. The Board shall in each case act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the remaining Managers shall be required to designate a new manager.

9. Officers.

(i) The Board is authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Regional Presidents, one or more Group Presidents, one or more Senior Vice Presidents or Division Senior Vice Presidents, one or more Vice Presidents or Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents or Division Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, including, but not limited to, the following transactions (the “Transactions”):

a) acquisition of direct or indirect interests in real property

b) approvals or permits relating to real property

c) development or improvement of real property

d) financing or refinancing in connection with real property

e) sale of direct or indirect interests in real property

f) acquisition of loans, notes or mortgages

g) acquisition of interests in corporations, limited liability companies or partnerships

h) sale of interests in corporations, limited liability companies or partnerships

i) financing or refinancing in connection with matters unrelated to real property

j) sale or conveyance of homes, units, lots or parcels

k) application or renewal of licenses

l) formation, qualification, conversion, merger or dissolution of corporations, limited liability companies, and partnerships

(iii) Each Principal Officer is hereby authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize any other Officer to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Officer specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Officer.

(iv) Each Principal Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on

behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

(v) Any one the following Officers are individually authorized, on behalf of the Company, to (i) enter into any agreement for cash management products and services relating to bank accounts and/or other general banking services, including, without limitation, electronic funds transfer services, electronic information services, automated clearing house services, fraud prevention serves and automated sweep investment services; (ii) do any and all necessary acts relating to the opening, maintaining and closing of bank accounts; (iii) add authorized signatories to bank accounts for the purpose of signing checks, drafts, instruments or other orders for the payment or transfer of funds; (iv) remove authorized signatories from bank accounts and (v) withdraw and transfer funds between bank accounts:

Chief Executive Officer

President

Chief Financial Officer

Assistant Treasurer

General Counsel

10. Exculpation and Indemnification. In the event that the Sole Member or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the

other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and the Sole Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon the execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

SOLE MEMBER
[NAME OF SOLE MEMBER]
By:
	Name:
	Title:

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

EXHIBIT B

INITIAL OFFICER LIST

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EX-3.140

Exhibit 3.140

ARTICLES OF AMENDMENT

For a Limited Liability Company

(1) Arundel Preserve #6, LLC                                                                                                                      

Insert full name of the Limited Liability Company (LLC)

(2) The Charter of the Limited Liability Company is hereby amended as follows:

(1) The name of the limited liability company is Toll MD III LLC.

(3)	/s/ Kenneth J. Greenspan Kenneth J. Greenspan, Assistant Vice President	I hereby consent to serve as Resident Agent for the above named Limited Company
		Signature required only for new resident agents

EX-3.141

Exhibit 3.141

ARTICLES OF AMENDMENT

For a Limited Liability Company

(1) Arundel Preserve #10a, LLC                                                                                                                  

Insert full name of the Limited Liability Company (LLC)

(2) The Charter of the Limited Liability Company is hereby amended as follows:

(1) The name of the limited liability company is Toll MD IV LLC.

(3)	/s/ Kenneth J. Greenspan Kenneth J. Greenspan, Assistant Vice President	I hereby consent to serve as Resident Agent for the above named Limited Company
		Signature required only for new resident agents

EX-3.142

Exhibit 3.142

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Limited Liability Company Operating Agreement (the “Agreement”) is effective as of this      day of                     ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the Certificate of Formation with the Delaware Secretary of State;

NOW THEREFORE, THE SOLE MEMBER, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of Delaware is                                                              .

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is                                                              .

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to no fewer than three (3) and no greater than five (5) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                                               as Managers of the Company. The Board may act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

9. Officers.

(i) The Board is authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”) and one or more Assistant Secretaries. By execution hereof, the Sole Member hereby appoints as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

(ii) Each Principal Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, contracts, certificates and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company.

10. Exculpation and Indemnification. In the event that the Sole Member or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer

(individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), become involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and the Sole Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon the execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

SOLE MEMBER
[NAME OF SOLE MEMBER]
By:
	Name:
	Title:

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

EXHIBIT B

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EX-3.143

Exhibit 3.143

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Third Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of                     ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the Articles of Organization with the Maryland Department of Assessments and Taxation; and

WHEREAS, the Sole Member acquired 100% of the membership interests of the Company on                                         ;

WHEREAS, the Sole Member entered into an Amended and Restated Limited Liability Company Operating Agreement, dated                                         ;

WHEREAS, the Sole Member subsequently entered into a Second Amended and Restated Limited Liability Company Operating Agreement, dated                                          (the “Second Amended Agreement”);

WHEREAS, the name of the Company was amended to                                          on                                         ;

WHEREAS, the Sole Member now desires to further amend and restate the Company’s Second Amended Agreement.

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Maryland Limited Liability Act, as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is the acquisition, investment and ownership in real property, and other lawful acts permitted by the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

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4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, zoning permits and applications, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of Maryland is c/o The Corporation Trust Incorporated, 300 E. Lombard Street, Baltimore, Maryland 21202.

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Maryland are The Corporation Trust Incorporated, 300 E. Lombard Street, Baltimore, Maryland 21202.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                                               as Managers of the Company. The Board may act by a majority of Managers in office.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the remaining managers are authorized to designate a new manager.

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9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Regional Presidents, one or more Group Presidents, one or more Division Presidents, one or more Senior Vice Presidents and Division Senior Vice Presidents, one or more Vice Presidents and Division Vice Presidents, a Treasurer, a Secretary (each of such Officers of the Company being hereinafter referred to individually as a “Principal Officer” and collectively as the “Principal Officers”), one or more Assistant Vice Presidents, one or more Division Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries. Attached hereto as Exhibit B are the current officers of the Company.

(ii) Each Principal Officer is individually authorized, empowered and directed to (i) deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents and (ii) to take any such actions as deemed necessary or appropriate to carry on the business of the Company, including, but not limited to, the following transactions (the “Transactions”):

a) acquisition of direct or indirect interests in real property

b) approvals or permits relating to real property

c) development or improvement of real property

d) financing or refinancing in connection with real property

e) sale of direct or indirect interests in real property

f) acquisition of loans, notes or mortgages

g) acquisition of interests in corporations, limited liability companies or partnerships

h) sale of interests in corporations, limited liability companies or partnerships

i) financing or refinancing in connection with matters unrelated to real property

j) sale or conveyance of homes, units, lots or parcels

k) application, renewal or termination of licenses

l) formation, qualification, conversion, merger or dissolution of corporations, limited liability companies, and partnerships

(iii) Each Principal Officer is hereby authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize any other Officer to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts,

3

certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Officer specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Officer.

(iv) Each Principal Officer is hereby individually authorized and empowered, without the need for a separate resolution of the Board, (i) to authorize another individual that is not an officer of the Company (an “Authorized Representative”) to execute and deliver, on behalf of the Company, any and all agreements, bonds, contracts, certificates, deeds, instruments, mortgages, notes, guarantees, record plats, applications and any and all other documents, and (ii) to take any such actions as deemed necessary or appropriate relating to the Transactions, all as may be set forth in a written delegation of authority executed by a Principal Officer. Any person or entity engaging in a transaction or otherwise conducting business with the Company may conclusively presume that any Authorized Representative specified in such a written delegation of authority who executes an agreement, bond, contract, certificate, deed, instrument, mortgage, note, guarantee, record plat, application or any and all other documents on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company, upon execution of such Authorized Representative.

(v) Any one the following Officers are individually authorized, on behalf of the Company, to (i) enter into any agreement for cash management products and services relating to bank accounts and/or other general banking services, including, without limitation, electronic funds transfer services, electronic information services, automated clearing house services, fraud prevention serves and automated sweep investment services; (ii) do any and all necessary acts relating to the opening, maintaining and closing of bank accounts; (iii) add authorized signatories to bank accounts for the purpose of signing checks, drafts, instruments or other orders for the payment or transfer of funds; (iv) remove authorized signatories from bank accounts and (v) withdraw and transfer funds between bank accounts:

Chief Executive Officer President

Chief Financial Officer

Assistant Treasurer

General Counsel

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates

4

or controlling persons, including, without limitation, any Manager or Officer (collectively, the “Indemnified Persons”, each, including such Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, the “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no Member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

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15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF MARYLAND, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

[SIGNATURE ON THE FOLLOWING PAGE]

6

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

[NAME OF SOLE MEMBER]
SOLE MEMBER
By:
	Name:
	Title:

7

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

8

EXHIBIT B

OFFICER LIST

9

EX-3.144

Exhibit 3.144

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

TOLL TX NOTE LLC

This Limited Liability Company Operating Agreement (the “Agreement”) is made effective as of the 12^th day of April, 2010 by Toll Dallas TX LLC, a Texas limited liability company (the “Sole Member”).

WHEREAS, Toll TX Note LLC (the “Company”) was formed on April 12, 2010 (the “Date of Formation”) upon the filing of the Certificate of Formation with the Texas Secretary of State.

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Texas Business Organizations Code, as may be amended from time to time (the “Act”), upon the following terms and conditions:

1. Name. The name of the limited liability company is Toll TX Note LLC.

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all agreements, deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

5. Registered Office. The address of the registered office of the Company in the State of Texas is c/o CT Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201.

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6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Texas is CT Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201.

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Designation of Managers.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to four (4) managers (individually, a “Manager” and collectively, the “Managers”) and hereby consents to the election of Thomas J. Murray, Robert M. Hodak, Robert G. Paul and Christopher Myers as Managers of the Company. Each Manager is individually authorized to act on behalf of the Company.

(ii) The Managers shall serve and continue in such offices throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of the Managers.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

(iv) The Managers may appoint one or more officers of the Company (individually, an “Officer” and collectively, the “Officers”), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Vice Presidents and Assistant Secretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver, on behalf of the Company, any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Managers deem necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Managers. The Officers shall serve at the pleasure of the Managers, and the Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Managers deem necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer.

9. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, the Managers or Officers (individually, an “Indemnified Person” and collectively, the “Indemnified Persons”), becomes involved, in any capacity, in any threatened, pending or completed, action,

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proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

10. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

12. Distributions. Distributions shall be made to the Sole Member, as sole member.

13. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the sole member nor any affiliate, director, officer, partner or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

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14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF TEXAS, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement effective as of the date first above written.

SOLE MEMBER
TOLL DALLAS TX LLC
By:
	Thomas J. Murray
	Senior Vice President

4

EXHIBIT A

Sole Member	Address
Toll Dallas TX LLC	250 Gibraltar Road
	Horsham, PA 19044

5

EX-3.145

Exhibit 3.145

FIRST AMENDMENT TO

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF

TOLL TX NOTE LLC

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is made as of the 1^st day of August, 2011 by Toll Dallas TX LLC, a Texas limited liability company (the “Sole Member”).

BACKGROUND

A. The Sole Member entered into that certain Limited Liability Company Operating Agreement of Toll TX Note LLC, a Texas limited liability company (the “Company”), dated April 12, 2010 (the “Agreement”).

B. Pursuant to Section 16 of the Agreement, the Agreement may only be modified, altered, supplemented or amended pursuant to a written agreement executed by the Sole Member.

C. The Sole Member desires to amend Section 8(i) of the Agreement.

NOW THEREFORE, intending to be legally bound hereby, the Sole Member hereby removes the current language contained in Section 8(i) of the Agreement and replaces it with the following language:

The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to no fewer than two (2) and no greater than three (3) managers (individually, a “Manager” and collectively, the “Managers”) and hereby consents to the election of Thomas J. Murray and Robert G. Paul as Managers of the Company. Each Manager is individually authorized to act on behalf of the Company.

IN WITNESS WHEREOF, the Sole Member has executed this Amendment as of the day and year first written above.

TOLL DALLAS TX LLC
By:
	Mark J. Warshauer
	Vice President

EX-3.146

Exhibit 3.146

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) is entered into as of this      day of             ,          by                                          (the “Sole Member”).

WHEREAS,                                          (the “Company”) was formed on                                          upon the filing of the                                          with the                                         ;

WHEREAS, a Limited Liability Company Operating Agreement (the “Initial Agreement”) was entered into by the Sole Member on                                         ;

WHEREAS, the Initial Agreement has been misplaced;

WHEREAS, the Sole Member desires to enter into this Agreement to amend and restate the provisions governing the Company;

NOW THEREFORE, the Sole Member, by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the                                          (the “Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is                                         .

2. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

3. Fiscal Year. The fiscal year of the Company shall end on the fiscal year end required for U.S. federal income tax purposes. The Sole Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

4. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objectives and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objectives and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

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5. Registered Office. The address of the registered office of the Company in the                                          is                                         .

6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the                                          is                                         .

7. Member. The name and mailing address of the Sole Member is set forth on Exhibit A attached to this Agreement.

8. Management.

(i) The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a “Manager” and collectively as the “Board” or “Managers”) and hereby consents to the election of                                          as Managers of the Company.

(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of the Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.

(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of the Sole Member shall be required to designate a new manager.

9. Officers.

(i) The Board is hereby authorized to appoint one or more officers of the Company (each of such officers of the Company being hereinafter referred to individually as an “Officer” and collectively as the “Officers”), including, without limitation, a President, one or more Vice Presidents, a Treasurer and a Secretary. Attached hereto as Exhibit B are the current officers of the Company.

(ii) Each Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company, without the need for a separate resolution of the Board, any and all such contracts, certificates, agreements, deeds, leases, instruments, and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company.

(iii) Each Officer shall have delegated to him or her the authority and power, without the need for a separate resolution of the Board, to authorize another individual (an “Authorized Representative”) to execute and deliver, on behalf of the

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Company, any and all such contracts, certificates, agreements, deeds, leases, instruments and other documents, and to take any such actions, as deemed necessary or appropriate to carry on the business of the Company, all as may be set forth in a written delegation of authority executed by the Officer. Any person or entity dealing with the Company may conclusively presume that an Authorized Representative specified in such a written delegation of authority who executes a contract, certificate, agreement, deed, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Authorized Representative.

10. Exculpation and Indemnification. In the event that the Sole Member, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (collectively, the “Indemnified Persons”, each, including such member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 10 shall be limited to the Company’s assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

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11. Admission. The Sole Member is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement.

12. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Sole Member, as sole member.

13. Distributions. Distributions shall be made to the Sole Member, as sole member.

14. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Sole Member nor any affiliate, manager, officer or controlling person of the Sole Member shall be obligated personally for any such debt, obligation or liability of the Company.

15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE                                         , ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

16. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

[NAME OF SOLE MEMBER]
SOLE MEMBER
By:
	Name:
	Title:

4

EXHIBIT A

Sole Member	Address
[Name of Sole Member]	250 Gibraltar Road
	Horsham, PA 19044

5

EXHIBIT B

OFFICER LIST

6

EX-3.147

Exhibit 3.147

CERTIFICATE OF LIMITED PARTNERSHIP

OF

[NAME OF ENTITY]

Pursuant to O.C.G.A. § 14-9-201, the undersigned forms this limited partnership to be governed by the Georgia Revised Limited Partnership Act:

1. The name of the limited partnership is                                         .

2. The address of the registered office is                                         . The name and address of the initial agent for service of process required to be maintained by Code Section 14-9-104 is                                         .

3. The name and the business address of each general partner is                                         .

4. This Certificate of Limited Partnership shall be effective upon filing.

Date:                     

Name:

Title:

EX-3.148

Exhibit 3.148

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Amendment-Domestic

(15 Pa.C.S.)

XX	Limited Partnership (§ 8512)
	Limited Liability Company (§ 8951)

Name	Document will be returned to the name and address you enter to the left. Ü
Address
City                                         State                              Zip Code

Fee:  $70

In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:

1.     The name of the limited partnership/limited liability company is:

Gigliotti Surrey Hill Associates, Inc.

2.     The date of filing of the original Certificate of Limited Partnership/Organization: July 13, 2004

3.     Check, and if appropriate complete, one of the following:

¨   The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows:

x   The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A

attached hereto and made a part hereof.

4.     Check, and if appropriate complete, one of the following:

x   The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.

¨   The amendment shall be effective on:                      at                     .

                                                                              Date               Hour

DSCB: 15-8512/8951-2

5.     Check if the amendment restates the Certificate of Limited Partnership/Organization:

¨   The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited

Partnership/Organization and all previous amendments thereto.

IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed this

27th day of January, 2006.

Gigliotti Surrey Hill Associates, L.P.

Name of Limited Partnership/Limited Liability Company

Signature

Mark J. Warshauer, VP of Gigliotti Surrey Hill Associates, Inc.

Title

(Former name of General Partner)

Mark J. Warshauer, VP of Toll PA III

GP Corp. (New name of General Partner)

EXHIBIT A

CERTIFICATE OF AMENDMENT – DOMESTIC

1. The name of the limited partnership is Toll PA XII, L.P.

2. The address of the limited partnership’s registered office in this Commonwealth is 250 Gibraltar Road, Horsham, Montgomery County, PA 19044.

3. The name and business address of the general partner of the partnership is Toll PA III GP Corp., 250 Gibraltar Road, Horsham, PA 19044.

EX-3.149

Exhibit 3.149

Limited Partnership
See attached detailed instructions
¨    Filing Fee $180.00
¨    Filing Fee with Expedited Service $230.00	UBI Number:

CERTIFICATE OF LIMITED PARTNERSHIP

Chapter 25.10 RCW

SECTION 1 (See instructions)

NAME OF LIMITED PARTNERSHIP: (Must contain the words Limited Partnership, LP or L.P.)

“OR” SECTION 1 A (If an LLLP designation is elected, see instructions)

¨    This Limited Partnership elects to be recognized as a Limited Liability Limited Partnership (LLLP)

NAME OF LIMITED LIABILITY LIMITED PARTNERSHIP: (Must contain the words Limited Liability Limited Partnership or LLLP or L.L.LP.)

SECTION 2
ADDRESS OF THE PRINCIPAL PLACE OF BUSINESS IN WASHINGTON STATE: (Where records are maintained)
Street Address	City	State    WA	Zip
(required)
PO Box	City	State    WA	Zip
(optional for mailing)

SECTION 3

EFFECTIVE DATES: (check the following that apply, see instructions)

¨       Perpetual upon filing

¨       The specific effective date of                      (Specified effective date must be within 90 days AFTER the Certificate of
Limited Partnership has been filed by the Office of the Secretary of State)

Other matters determined by General Partners to include: (attach if necessary)

Limited Partnership – Certificate Washington Secretary of State

Page 1 of 2

SECTION 4
NAME AND ADDRESS OF THE WASHINGTON STATE REGISTERED AGENT:
Name:
Physical Location Address (required):
City	WA    Zip Code
Mailing or Postal Address (optional):
City	WA    Zip Code
CONSENT TO SERVE AS REGISTERED AGENT: I consent to serve as Registered Agent in the State of Washington for the above named partnership. I understand it will be my responsibility to accept Service of Process on behalf of the partnership; to forward mail to the partnership; and to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address. C T Corporation System
X  by:
Signature of New Registered Agent	Printed Name	Date

SECTION 5 NAME, MAILING ADDRESS AND SIGNATURE OF EACH GENERAL PARTNER: (If necessary, attach additional names, addresses, and signatures)
Name:
Address:
City	State	Zip Code
X
Signature of Partner	Printed Name	Date	Phone
Name:
Address:
City	State	Zip Code
X
Signature of Partner	Printed Name	Date	Phone
Name:
Address:
City	State	Zip Code
X
Signature of Partner	Printed Name	Date	Phone

Limited Partnership – Certificate Washington Secretary of State

Page 2 of 2

EX-3.150

Exhibit 3.150

Natalie E. Tennant Secretary of State 1900 Kanawha Blvd E. Bldg 1, Suite 157-K Charleston, WV 25305   FILE ONE ORIGINAL (Two if you want a filed stamped copy returned to you) FEE: $100.00   CERTIFICATE OF WEST VIRGINIA LIMITED PARTNERSHIP Penney Barker, Manager Corporations Division Tel: (304)558-8000 Fax: (304)558-8381 www.wvsos.com Hrs: 8:30 a.m. - 5:00 p.m. ET     Control #                    

We, the undersigned, hereby form a Limited Partnership under the provisions of West Virginia Code §47-9.
1.	The name of the limited partnership is:
2.	The address of the principal office is:
3.	The principal mailing address is:
4.	The address of the office in West Virginia at which a list of names and addresses of the limited partners and their capital contributions will be kept is:
5.	The name and mailing address to whom service of process is to be sent, if any is:
6.	The general character of the business in which the partnership engages is:
7.	The name and the business address of each general partner is: (information is required for each general partner) Attach additional pages if necessary.
	Name	Mailing Address

Form LP-1 Issued by the Office of the Secretary of State

West Virginia Certificate of Limited Partnership Page  2

8.	Any other matters the partners determine to include in the certificate are: (add extra page if needed)
9.	Business E-mail address where correspondence can be received:

10. Contact and Signature Information: (Must be signed by each and every general partner: WV Code §47-9-11)

We, the undersigned general partners, do hereby affirm under penalty of perjury that the partnership has determined to form a limited partnership under the provisions of West Virginia Code Chapter 47, Article 9, and that the facts stated herein are true to the best of our knowledge.

Date Name of Partner (Type or Print) Signature

Contact person to reach in case there is a problem with filing:

Phone #:

Form LP-1 Issued by the Office of the Secretary of State

EX-5.2

Exhibit 5.2

[TBI Letterhead]

February 24, 2012

Toll Brothers, Inc.

250 Gilbraltar Road

Horsham, PA 19044

Ladies and Gentlemen:

I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (“TBI”). TBI, Toll Brothers Finance Corp., a Delaware corporation and a wholly-owned subsidiary of TBI (“the Issuer”) and certain other subsidiaries of TBI (the “Subsidiary Registrants”) have filed a Registration Statement on Form S-4 (File No. 333-179380) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing up to $300 million in aggregate principal amount of 5.875% Senior Notes due 2022 (the “Senior Notes”). The Senior Notes will only be issued in connection with the Issuer’s offer to exchange the Senior Notes for any and all of its outstanding 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013 (collectively, the “Exchange Notes”) under the terms and subject to the conditions set forth in the Registration Statement and the related Letter of Transmittal (the “Letter of Transmittal”). The Senior Notes will be unconditionally guaranteed (each a “Senior Note Guarantee” and, collectively, the “Senior Notes Guarantees”) on a senior basis by TBI and the Subsidiary Registrants (together, in such capacity, the “Senior Notes Guarantors”).

I have examined the Registration Statement, the prospectus contained therein and the related Letter of Transmittal; the indenture dated as of February 7, 2012 (the “Base Indenture”) among the Issuer, the Senior Notes Guarantors and The Bank of New York Mellon as trustee (the “Trustee”), as supplemented by the Authorizing Resolutions dated as of January 31, 2012 (the “Authorizing Resolutions” and, together with the Base Indenture, the “Indenture”); a duplicate of the global note representing the Senior Notes and the Senior Notes Guarantees; the Exchange Notes and the indentures pursuant to which the Exchange Notes were issued; and the Dealer Managers Agreement, dated February 3, 2012, among TBI, the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., as dealer managers.

In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by CT Corporation, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of TBI, the Issuer, and the Schedule I Subsidiaries.

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In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:

(1) the Indenture has been duly authorized, executed and delivered by each of the Schedule I Subsidiaries; and

(2) each Schedule I Subsidiary is validly existing, has all requisite corporate or other organizational power and authority and has taken all requisite corporate or other organizational action, and has received and is in compliance with all governmental, judicial and other consents, authorizations, approvals and orders, if any, necessary to enter into and perform its obligations under the Indenture or the Senior Notes Guarantees.

This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.

I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus.

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Very truly yours,

/s/ John McDonald

John McDonald

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SCHEDULE I

NON-NEW YORK OR DELAWARE GUARANTORS

HQZ Acquisitions, Inc. (MI)	Toll Land Corp. No. 6 (PA)	Toll WA GP Corp. (WA)
SH Homes Corporation (MI)	Toll MD Builder Corp. (MD)	Toll WV GP Corp. (WV)
SI Investment Corporation (MI)	Toll MI GP Corp. (MI)	Toll YL, Inc. (CA)
The Silverman Building Companies, Inc. (MI)	Toll MN GP Corp. (MN)	Audubon Ridge, L.P. (PA)
Toll Bros. of Arizona, Inc. (AZ)	Toll NC GP Corp. (NC)	Belmont Land, L.P. (VA)
Toll Bros. of North Carolina II, Inc. (NC)	Toll NH GP Corp. (NH)	Binks Estates Limited Partnership (FL)
Toll Bros. of North Carolina III, Inc. (NC)	Toll NV GP Corp. (NV)	Blue Bell Country Club, L.P. (PA)
Toll Bros. of North Carolina, Inc. (NC)	Toll OH GP Corp. (OH)	Broad Run Associates, L.P. (PA)
Toll Bros., Inc. (PA)	Toll PA Builder Corp. (PA)	Buckingham Woods, L.P. (PA)
Toll Bros., Inc. (TX)	Toll PA GP Corp. (PA)	CC Estates Limited Partnership (MA)
Toll Brothers AZ Construction Company (AZ)	Toll PA II GP Corp. (PA)	Cold Spring Hunt, L.P. (PA)
Toll Brothers Real Estate, Inc. (PA)	Toll PA III GP Corp. (PA)	Dominion Country Club, L.P. (VA)
Toll CA GP Corp. (CA)	Toll RI GP Corp. (RI)	Eagle Farm Limited Partnership (MA)
Toll CO GP Corp. (CO)	Toll SC GP Corp. (SC)	Estates at Princeton Junction, L.P. (NJ)
Toll Development Company, Inc. (MI)	Toll TN GP Corp. (TN)	Estates at Rivers Edge, L.P. (NJ)
Toll FL GP Corp. (FL)	Toll East Naples Limited Partnership (FL)	Fairfax Investment, L.P. (VA)
Toll GA GP Corp. (GA)	Toll Estero Limited Partnership (FL)	Fairfax Station Hunt, L.P. (VA)
Toll IL GP Corp. (IL)	Toll FL II Limited Partnership (FL)	Farmwell Hunt, L.P. (VA)
Silverman-Toll Limited Partnership (MI)	Toll FL III Limited Partnership (FL)	Great Falls Hunt, L.P. (VA)
Sorrento at Dublin Ranch I LP (CA)	Toll FL IV Limited Partnership (FL)	Greenwich Chase, L.P. (NJ)
Sorrento at Dublin Ranch III LP (CA)	Toll FL Limited Partnership (FL)	Hoboken Land LP (NJ)
South Riding, L.P. (VA)	Toll FL V Limited Partnership (FL)	Huckins Farm Limited Partnership (MA)
South Riding Amberlea LP (VA)	Toll FL VI Limited Partnership (FL)	Kensington Woods Limited Partnership (MA)
South Riding Partners Amberlea LP (VA)	Toll FL VII Limited Partnership (FL)	Laurel Creek, L.P. (NJ)
South Riding Partners, L.P. (VA)	Toll FL VIII Limited Partnership (FL)	Loudoun Valley Associates, L.P. (VA)
Southport Landing Limited Partnership (CT)	Toll FL X Limited Partnership (FL)	NC Country Club Estates Limited Partnership (NC)
Springton Pointe, L.P. (PA)	Toll Ft. Myers Limited Partnership (FL)	Toll NJ, L.P. (NJ)
Stone Mill Estates, L.P. (PA)	Toll GA LP (GA)	Toll Northville Limited Partnership (MI)
Swedesford Chase, L.P. (PA)	Toll Grove LP (NJ)	Toll NV Limited Partnership (NV)
TBI/Naples Limited Partnership (FL)	Toll Hudson LP (NJ)	Toll Orlando Limited Partnership (FL)
TBI/Palm Beach Limited Partnership (FL)	Toll IL HWCC, L.P. (IL)	Toll PA II, L.P. (PA)
The Bird Estate Limited Partnership (MA)	Toll IL II, L.P. (IL)	Toll PA III, L.P. (PA)
The Estates at Brooke Manor Limited Partnership (MD)	Toll IL III, L.P. (IL)	Toll PA IV, L.P. (PA)
The Estates at Summit Chase, L.P. (CA)	Toll IL IV, L.P. (IL)	Toll PA IX, L.P. (PA)
Toll at Brier Creek Limited Partnership (NC)	Toll IL WSB, L.P. (IL)	Toll PA V, L.P. (PA)
Toll at Honey Creek Limited Partnership (MI)	Toll IL, L.P. (IL)	Toll PA VI, L.P. (PA)
Toll at Westlake, L.P. (NJ)	Toll Jacksonville Limited Partnership (FL)	Toll PA VIII, L.P. (PA)
Toll Bros. of Tennessee, L.P. (TN)	Toll Land IV Limited Partnership (NJ)	Toll PA X, L.P. (PA)
Toll Brothers AZ Limited Partnership (AZ)	Toll Land IX Limited Partnership (VA)	Toll PA XI, L.P. (PA)
Toll CA II, L.P. (CA)	Toll Land Limited Partnership (CT)	Toll PA XII, L.P. (PA)
Toll CA III, L.P. (CA)	Toll Land X Limited Partnership (VA)	Toll PA XIII, L.P. (PA)
Toll CA IV, L.P. (CA)	Toll Land XI Limited Partnership (NJ)	Toll PA XIV , L.P. (PA)
Toll CA V, L.P. (CA)	Toll Land XIX Limited Partnership (CA)	Toll PA XV, L.P. (PA)
Toll CA VI, L.P. (CA)	Toll Land XV Limited Partnership (VA)	Toll PA, L.P. (PA)
Toll CA VII, L.P. (CA)	Toll Land XVI Limited Partnership (NJ)	Toll RI II, L.P. (RI)
Toll CA VIII, L.P. (CA)	Toll Land XVIII Limited Partnership (CT)	Toll RI, L.P. (RI)
Toll CA IX, L.P. (CA)	Toll Land XX Limited Partnership (CA)	Toll SC II, L.P. (SC)
Toll CA X, L.P. (CA)	Toll Land XXI Limited Partnership (VA)	Toll SC III, L.P. (SC)
Toll CA XI, L.P. (CA)	Toll Land XXII Limited Partnership (CA)	Toll SC IV, L.P. (SC)
Toll CA XII, L.P. (CA)	Toll Land XXIII Limited Partnership (CA)	Toll SC, L.P. (SC)
Toll CA XIX, L.P. (CA)	Toll Land XXV Limited Partnership (NJ)	Toll Stonebrae LP (CA)
Toll CA, L.P. (CA)	Toll Land XXVI Limited Partnership (OH)	Toll VA II, L.P. (VA)
Toll CO, L.P. (CO)	Toll Livingston at Naples Limited Partnership (FL)	Toll VA III, L.P. (VA)

Toll CT Limited Partnership (CT)	Toll MA Land Limited Partnership (MA)	Toll VA IV, L.P. (VA)
Toll CT II Limited Partnership (CT)	Toll MD Builder I, L.P. (MD)	Toll VA V, L.P. (VA)
Toll CT III Limited Partnership (CT)	Toll MD Limited Partnership (MD)	Toll VA VI, L.P. (VA)
CWG Construction Company LLC (NJ)	Toll MD V Limited Partnership (MD)	Toll VA VII, L.P. (VA)
Dominion Valley Country Club I LLC (VA)	Toll MD VI Limited Partnership (MD)	Toll VA, L.P. (VA)
Dominion Valley Country Club II LLC (VA)	Toll MD VII Limited Partnership (MD)	Toll WA LP (WA)
Frenchman’s Reserve Realty, LLC (FL)	Toll MD II Limited Partnership (MD)	Toll WV LP (WV)
Hatboro Road Associates LLC (PA)	Toll MD III Limited Partnership (MD)	Toll YL II, L.P. (CA)
Hawthorn Woods Country Club II LLC (IL)	Toll MD IV Limited Partnership (MD)	Toll YL, L.P. (CA)
Hoboken Cove LLC (NJ)	Toll MD IX Limited Partnership (MD)	Toll-Dublin, L.P. (CA)
Jacksonville TBI Realty LLC (FL)	Toll MD VIII Limited Partnership (MD)	Village Partners, L.P. (PA)
Lighthouse Point Land Company, LLC (FL)	Toll MD X Limited Partnership (MD)	West Amwell Limited Partnership (NJ)
Long Meadows TBI, LLC (MD)	Toll MD XI Limited Partnership (MD)	Wilson Concord, L.P. (TN)
Longmeadow Properties LLC (MD)	Toll MI II Limited Partnership (MI)	1450 Washington LLC (NJ)
Martinsburg Ventures, L.L.C. (VA)	Toll MI III Limited Partnership (MI)	1500 Garden St. LLC (NJ)
Mizner Realty, L.L.C. (FL)	Toll MI IV Limited Partnership (MI)	2301 Fallston Road LLC (MD)
Naples TBI Realty, LLC (FL)	Toll MI Limited Partnership (MI)	700 Grove Street Urban Renewal, LLC (NJ)
Orlando TBI Realty LLC (FL)	Toll MI V Limited Partnership (MI)	Arbor Hills Development LLC (MI)
Phillips Drive LLC (MD)	Toll MN II, L.P. (MN)	Arthur’s Woods, LLC (MD)
Prince William Land I LLC (VA)	Toll MN, L.P. (MN)	Belmont Country Club I LLC (VA)
Prince William Land II LLC (VA)	Toll Naval Associates (PA)	Belmont Country Club II LLC (VA)
PT Maxwell Holdings, LLC ((NJ)	Toll NC, L.P. (NC)	Block 255 LLC (NJ)
PT Maxwell, L.L.C. (NJ)	Toll NC II LP (NC)	Brier Creek Country Club I LLC (NC)
Regency at Denville LLC (NJ)	Toll NC III LP (NC)	Brier Creek Country Club II LLC (NC)
Regency at Dominion Valley LLC (VA)	Toll NH Limited Partnership (NH)	C.B.A.Z. Construction Company LLC (AZ)
Regency at Long Valley I LLC (NJ)	Toll NJ Builder I, L.P. (NJ)	Golf I Country Club Estates at Moorpark (CA)
Regency at Long Valley II LLC (NJ)	Toll NJ II, L.P. (NJ)	Golf IIC Country Club Estates at Moorpark (CA)
Regency at Mansfield I LLC (NJ)	Toll NJ III, L.P. (NJ)	Paramount Village LLC (CA)
Regency at Mansfield II LLC (NJ)	Toll NJ IV, L.P. (NJ)	Toll MD III LLC (MD)
Regency at Washington I LLC (NJ)	Toll NJ V, L.P. (NJ)	Toll MD IV LLC (MD)
Regency at Washington II LLC (NJ)	Toll NJ VI, L.P. (NJ)	Toll NC Note II LLC
South Riding Realty LLC (VA)	Toll NJ VII, L.P. (NJ)	Toll Realty L.L.C.
SR Amberlea LLC (VA)	Toll NJ VIII, L.P. (NJ)	Greens at Waynesborough, L.P. (PA)
SRLP II LLC (VA)	Toll NJ XI, L.P. (NJ)	Rose Hollow Crossing Associates (PA)
Tampa TBI Realty LLC (FL)	Toll Jupiter LLC (FL)
The Regency Golf Club I LLC (VA)	Toll MA I LLC (MA)
The Regency Golf Club II LLC (VA)	Toll MA II LLC (MA)
The Ridges at Belmont Country Club I LLC (VA)	Toll MD I, L.L.C. (MD)
The Ridges at Belmont Country Club II LLC (VA)	Toll MD II LLC (MD)
Toll Austin TX LLC (TX)	Toll NC I LLC (NC)
Toll CA I LLC (CA)	Toll NC IV LLC (NC)
Toll CA Note II LLC (CA)	Toll NC Note LLC (NC)
Toll Cedar Hunt LLC (VA)	Toll NC IV LLC (NC)
Toll CO I LLC (CO)	Toll NJ I, L.L.C. (NJ)
Toll Dallas TX LLC (TX)	Toll NJ II, L.L.C. (NJ)
Toll FL I, LLC (FL)	Toll NJ III, LLC (NJ)
Toll FL IV LLC (FL)	Toll North LV LLC (NV)
Toll Glastonbury LLC (CT)	Toll North Reno LLC (NV)
Toll Henderson LLC (NV)	Toll NV Holdings LLC (NV)
Toll Houston TX LLC (TX)	Toll San Antonio TX LLC (TX)
Toll IN LLC (IN)	Toll South LV LLC (NV)
	Toll South Reno LLC (NV)
	Toll Stratford LLC (VA)
	Toll TX Note LLC (TX)
	Toll VA III L.L.C. (VA)
	Toll Vanderbilt I LLC (RI)
	Toll Vanderbilt II LLC (RI)
	Toll-Dublin, LLC (CA)
	Vanderbilt Capital LLC (RI)
	Virginia Construction Co. I, LLC (VA)
	Virginia Construction Co. II, LLC (VA)

6

SCHEDULE II

NEW YORK AND DELAWARE GUARANTORS

Toll Brothers, Inc. (DE)	Toll Land Corp. No. 10 (DE)	Toll VA GP Corp. (DE)
110-112 Third Ave. Realty Corp. (NY)	Toll Land Corp. No. 20 (DE)	Toll VA Member Two, Inc. (DE)
Amwell Chase, Inc. (DE)	Toll Land Corp. No. 43 (DE)	Toll WestCoast LP Company, Inc. (DE)
ESE Consultants, Inc. (DE)	Toll Land Corp. No. 50 (DE)	Toll WestCoast Note Company, Inc. (DE)
Fairway Valley, Inc. (DE)	Toll Manhattan I, Inc. (NY)	Warren Chase, Inc. (DE)
First Brandywine Investment Corp. II (DE)	Toll Mid-Atlantic LP Company, Inc. (DE)	51 N. 8th Street L.P. (NY)
First Brandywine Investment Corp. IV (DE)	Toll Mid-Atlantic Note Company, Inc. (DE)	First Brandywine Partners, L.P. (DE)
First Huntingdon Finance Corp. (DE)	Toll Midwest LP Company, Inc. (DE)	Hockessin Chase, L.P. (DE)
Franklin Farms G.P., Inc. (DE)	Toll Midwest Note Company, Inc.(DE)	Toll NY LP (NY)
MA Limited Land Corporation (DE)	Toll NJX-I Corp. (DE)	Toll NY II L.P. (NY)
TB Proprietary Corp. (DE)	Toll Northeast LP Company, Inc. (DE)	Toll NY III L.P. (NY)
Tenby Hunt, Inc. (DE)	Toll Northeast Note Company, Inc. (DE)	Toll NY IV L.P. (NY)
Toll Architecture I, P.A. (DE)	Toll Northeast Services, Inc. (DE)	Toll Realty Holdings LP (DE)
Toll Architecture, Inc. (DE)	Toll Palmetto Corp. (DE)	110-112 Third Ave. GC II LLC (NY)
Toll AZ GP Corp. (DE)	Toll Peppertree, Inc. (NY)	110-112 Third Ave. GC LLC (NY)
Toll Bros., Inc. (DE)	Toll Philmont Corporation (DE)	5-01 – 5-17 48th Avenue GC II LLC (NY)
Toll Brothers Canada USA, Inc. (DE)	Toll Realty Holdings Corp. I (DE)	5-01 – 5-17 48th Avenue GC LLC (NY)
Toll Buckeye Corp. (DE)	Toll Realty Holdings Corp. II (DE)	5-01 – 5-17 48th Avenue II LLC (NY)
Toll Centennial Corp. (DE)	Toll Southeast LP Company, Inc. (DE)	5-01 – 5-17 48th Avenue LLC (NY)
Toll Corp. (DE)	Toll Southeast Note Company, Inc. (DE)	51 N. 8th Street GC II LLC (NY)
Toll Empire Corp. (DE)	Toll Southwest LP Company, Inc. (DE)	51 N. 8th Street GC LLC (NY)
Toll Golden Corp. (DE)	Toll Southwest Note Company, Inc. (DE)	51 N. 8th Street I LLC (NY)
Toll Granite Corp. (DE)	Toll TX GP Corp. (DE)
Toll Holdings, Inc. (DE)	Toll Land V Limited Partnership (NY)
Somers Chase, L.P. (NY)	Toll Land VI Limited Partnership (NY)
Toll at Whippoorwill, L.P. (NY)	Toll Land VII Limited Partnership (NY)
Toll Brooklyn L.P. (NY)	Toll Land XIV Limited Partnership (NY)
Toll DE LP (DE)	Toll Midwest LLC (DE)
Toll DE II LP (DE)	Toll Morgan Street LLC (DE)
C.B.A.Z. Holding Company LLC (DE)	Toll Southwest LLC (DE)
Component Systems I LLC (DE)	Toll VA L.L.C. (DE)
Component Systems II LLC (DE)	Toll Van Wyck, LLC (NY)
First Brandywine LLC I (DE)	Toll West Coast LLC (DE)
First Brandywine LLC II (DE)
First Brandywine LLC III (DE)
First Brandywine LLC IV (DE)
Hoboken Land I LLC (DE)
TB Kent Partners LLC (DE)
Toll Corners LLC (DE)
Toll DE X II, LLC (DE)
Toll EB, LLC (DE)
Toll Equipment, L.L.C. (DE)
Toll Hoboken LLC (DE)
Toll Lexington LLC (NY)

7

EX-8.1

Exhibit 8.1

[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]

February 24, 2012

Toll Brothers, Inc.

250 Gibraltar Road

Horsham, PA 19044

Ladies and Gentlemen:

We have acted as counsel to Toll Brothers, Inc., a Delaware company (the “Company”) and Toll Brothers Finance Corp., a Delaware corporation (the “Issuer”), and certain subsidiaries of the Company (other than the Issuer) named as co-registrants in the Registration Statement (as defined below) (together with the Company, the “Guarantors”) in connection with the Registration Statement on Form S-4 (File No. 333-179380), including the prospectus contained therein (together, the “Registration Statement”), filed by the Issuer and the Guarantors with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended. Upon the terms set forth in the Registration Statement, the Issuer is offering to issue up to $300,000,000 aggregate principal amount of 5.875% Senior Notes due 2022, which will be unconditionally guaranteed by the Company and the other Guarantors, in exchange for any and all of its outstanding 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013.

We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement and that the Registration Statement and other documents will be executed by the parties in the forms provided to and reviewed by us.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, the disclosure set forth in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” to the extent it relates to United States federal income tax matters, represents our opinion.

We do not express any opinion herein concerning any law other than the United States federal income tax law.

We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement.

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT LLP

SIMPSON THACHER & BARTLETT LLP

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in Amendment No. 2 to the Registration Statement (Form S-4 No. 333-179380) and related Prospectus of Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp., and the additional registrants named therein, for the exchange of 5.875% senior notes due 2022 issued by Toll Brothers Finance Corp. for any and all outstanding Toll Brothers Finance Corp. 6.875% Senior Notes Due 2012 and 5.95% Senior Notes due 2013 and to the incorporation by reference therein of our reports dated December 22, 2011, with respect to the consolidated financial statements of Toll Brothers, Inc., and the effectiveness of internal control over financial reporting of Toll Brothers, Inc., included in its Annual Report (Form 10-K) for the year ended October 31, 2011, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 23, 2012

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the reference to our firm under the heading “Experts” in Amendment No. 2 to the Registration Statement (Form S-4 No. 333-179380) and related Prospectus of Toll Brothers, Inc., Toll Brothers Finance Corp., and additional registrants named therein, for the exchange of 5.875% Senior Notes due 2022 issued by Toll Brothers Finance Corp. for any and all outstanding Toll Brothers Finance Corp. 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013, and to the incorporation by reference therein of our reports dated December 22, 2011, related to the consolidated financial statements of TMF Kent Partners, LLC and subsidiaries and the financial statements of KTL 303 LLC as of October 31, 2011 and for the year then ended, which appears in Toll Brothers, Inc.’s Annual Report on Form 10-K for the year ended October 31, 2011, filed with the Securities and Exchange Commission on December 22, 2011.

/s/ WeiserMazars LLP

New York, New York

February 24, 2012

EX-99.1

Exhibit 99.1

CONFIDENTIAL

Toll Brothers Finance Corp.

LETTER OF TRANSMITTAL

Offers to Exchange

Any and all of its outstanding

6.875% Senior Notes due 2012 (CUSIP No. 88947EAA8)

and 5.95% Senior Notes due 2013 (CUSIP No. 88947EAC4)

for its 5.875% Senior Notes due 2022

Toll Brothers Finance Corp. (the “Issuer”) is offering, upon the terms and subject to the conditions set forth in the preliminary prospectus, dated February 24, 2012 (such preliminary prospectus, as amended or supplemented, the “Prospectus”), and this accompanying letter of transmittal (this “Letter of Transmittal”), the opportunity to exchange any and all of its outstanding 6.875% Senior Notes due 2012 (the “2012 Notes”) and 5.95% Senior Notes due 2013 (the “2013 Notes” and together, the “Old Notes”) for its newly issued 5.875% Senior Notes due 2022 (the “New Notes”) all as described in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 2, 2012, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE TOTAL EXCHANGE CONSIDERATION (AS DEFINED BELOW) (WHICH INCLUDES THE EARLY EXCHANGE PREMIUM (AS DEFINED BELOW)), HOLDERS MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR OLD NOTES AT OR PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 16, 2012, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “EARLY PARTICIPATION DATE”). HOLDERS WHO TENDER AFTER THE EARLY PARTICIPATION DATE BUT AT OR PRIOR TO THE EXPIRATION DATE WILL BE ELIGIBLE TO RECEIVE THE EXCHANGE CONSIDERATION (AS DEFINED BELOW) (WHICH DOES NOT INCLUDE THE EARLY EXCHANGE PREMIUM). UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE ISSUER WILL ACCEPT FOR EXCHANGE THE OUTSTANDING OLD NOTES VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN IN THE EXCHANGE OFFER AT OR PRIOR TO THE EXPIRATION DATE.

We expect that the New Notes will constitute a further issuance of, and will form a single series under the Indenture (as defined below) with, the 5.875% Senior Notes due 2022 that we issued for cash on February 7, 2012 in the aggregate principal amount of $300,000,000 (the “Original 2022 Notes”, and together with the New Notes, as one series, the “2022 Notes”). All of the New Notes are expected to be fungible with the Original 2022 Notes that we issued on February 7, 2011.

The offer to exchange 2012 Notes for New Notes and the offer to exchange 2013 Notes for New Notes are separate exchange offers and the completion of each exchange offer is not a condition to the completion of the other. We refer to these offers to exchange Old Notes for New Notes collectively as the “Exchange Offer.” Capitalized terms used but not defined herein shall have the same meanings given to them in the Prospectus.

Our obligation to accept Old Notes tendered in the Exchange Offer is subject to the satisfaction of certain conditions, including that (i) the Shelf Offering, which is scheduled to close on February 7, 2012, has been completed and $300 million aggregate principal amount of Original 2022 Notes has been issued pursuant thereto, (ii) the New Notes issuable in the Exchange Offer are fungible for U.S. federal income tax purposes with the Original 2022 Notes issued in the Shelf Offering and (iii) the registration statement of which the Prospectus forms a part is declared effective and no stop order suspending its effectiveness or any proceeding for that purpose is outstanding (and neither condition (i) nor (ii) nor (iii) may be waived by us). Condition (i) was satisfied on February 7, 2012. The Exchange Offer is not conditioned upon the valid tender of any minimum principal amount of Old Notes or the issuance of any minimum principal amount of New Notes pursuant to the Exchange Offer. For information about the conditions to the Issuer’s obligation to complete the Exchange Offer, see “The Exchange Offer—Conditions of the Exchange Offer” in the Prospectus.

Old Notes tendered in the Exchange Offer may be validly withdrawn at any time at or prior to the Expiration Date.

Each holder of Old Notes wishing to participate in the Exchange Offer, except for holders executing their tenders through the Automated Tender Offer Program (“ATOP”) procedures of The Depository Trust Company (“DTC”), should complete, execute and deliver this Letter of Transmittal to the exchange agent, D.F. King & Co., Inc. (the “Exchange Agent”), at its address or at its facsimile number set forth herein at or prior to the Expiration Date. The Exchange Agent will establish an account with respect to the Old Notes at DTC for purposes of the Exchange Offer.

Title of Series/ CUSIP Number	Maturity Date	Aggregate Principal Amount Outstanding	Exchange Price	Exchange Consideration(1)	Early Exchange Premium(1)	Total Exchange Consideration(1)(2)(3)
6.875% Senior Notes due 2012 /88947EAA8	11/15/2012	$139.8	$1,041.25	$993.38 principal amount of New Notes	$20 principal amount of New Notes	$1,013.38 principal amount of New notes
5.95% Senior Notes due 2013/88947EAC4	09/15/2013	$141.6	$1,062.50	$1,014.06 principal amount of New Notes	$20 principal amount of New Notes	$1,034.06 principal amount of New notes

(1) Per $1,000 principal amount of Old Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Exchange Consideration, as applicable.

(2) Includes Early Exchange Premium.

(3) The Total Exchange Consideration will equal $1,000 times the Exchange Price of the old notes divided by a Reopening Price of $1,027.50.

The Exchange Agent for the Exchange Offer is:

D.F. King & Co, Inc.

By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended):	By Facsimile Transmission: (For Eligible Institutions only):
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Attn: Elton Bagley	(212) 809-8838 Attn: Elton Bagley

For Confirmation by Telephone:

(212) 493-6996

Delivery of this Letter of Transmittal to an address other than as listed above, or transmission of this Letter of Transmittal to a facsimile number other than as listed above, shall not constitute a valid delivery.

The instructions contained herein should be read carefully before this Letter of Transmittal is completed and signed.

Questions regarding tender procedures, requests for additional copies of the Prospectus or the completion of this Letter of Transmittal should be directed to the information agent, D.F. King & Co, Inc. (the “Information Agent”), at the following telephone numbers: (800) 431-2645 (toll-free)/(212) 269-5550 (banks and brokers).

Questions concerning the terms of the Exchange Offer should be directed to Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBS Securities Inc., the Dealer Managers for the Exchange Offer, at the addresses and the telephone numbers listed on the back cover page of the Prospectus.

All terms and conditions contained in the Prospectus are deemed to be incorporated in and form a part of this Letter of Transmittal, unless otherwise specified herein. In the event of any conflict between this Letter of Transmittal and the Prospectus, the Prospectus shall govern. Therefore, you are urged to read the Prospectus carefully. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to below as the “Terms and Conditions.”

This Letter of Transmittal is to be used by holders of Old Notes if certificates representing those Old Notes are to be physically delivered to the Exchange Agent or if Old Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. If a holder of Old Notes is tendering by effecting a book-entry transfer to the Exchange Agent’s account at DTC through ATOP procedures, such holder does not need to use this Letter of Transmittal. Unless a holder of Old Notes intends to transfer its Old Notes through ATOP procedures, such holder should complete, execute and deliver this Letter of Transmittal, along with any physical certificates for the Old Notes specified herein, to indicate the action it desires to take with respect to the Exchange Offer.

Holders of Old Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute the tender through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC at or prior to the Expiration Date. In order to receive the Early Exchange Premium, a holder of Old Notes tendering through ATOP must transmit such acceptance at or prior to the Early Participation Date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Old Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “Book-Entry Confirmation,” which shall include an Agent’s Message. An “Agent’s Message” is a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent’s Message, stating

(a) the aggregate principal amount of Old Notes that have been tendered by such participant pursuant to the Exchange Offer, (b) that such participant has received the Prospectus and this Letter of Transmittal and agrees to be bound by the terms of the Exchange Offer as described in the Prospectus and this Letter of Transmittal, and makes the representation and warranties contained in this Letter of Transmittal, and (c) that the Issuer may enforce such agreement against such participant. Accordingly, holders who tender their Old Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

The Total Exchange Consideration will include value equal to $20.00 per $1,000 principal amount of Old Notes tendered at or prior to the Early Participation Date and not validly withdrawn and which are accepted for exchange (the “Early Exchange Premium”). Only holders who validly tender their Old Notes at or prior to the Early Participation Date and do not validly withdraw their tenders and whose tenders are accepted for exchange will receive the Early Exchange Premium. Holders who validly tender their Old Notes after the Early Participation Date but at or prior to the Expiration Date, and whose tenders are accepted for exchange by us, will receive the Exchange Consideration (which does not include the Early Exchange Premium), as described in the Prospectus.

There are no guaranteed delivery provisions applicable to the Exchange Offer under the terms of the Prospectus.

The New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Tendering holders of Old Notes must tender 2012 Notes in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof and 2013 Notes in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. If, under the terms of the Exchange Offer, any tendering holder is entitled to receive New Notes in a principal amount that is not an integral multiple of $1,000, the Issuer will round downward the amount of New Notes to the nearest integral multiple of $1,000. Cash in lieu of any fractional portion of the New Notes will be paid on the Settlement Date based on the Total Exchange Consideration or the Exchange Consideration, as the case may be. No action has been or will be taken in any jurisdiction that would permit a public offering of the New Notes in any jurisdiction where action for such purpose is required.

The New Notes will be issued by deposit in book-entry form with the Exchange Agent to holders. Accordingly, holders who anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt, on such holder’s behalf, of the New Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant and account information in this Letter of Transmittal.

The Issuer will deliver the New Notes and pay the applicable cash amounts on the Settlement Date. The Issuer will not be obligated to deliver New Notes or pay any cash amounts unless the Exchange Offer is consummated.

Each holder whose Old Notes are accepted for exchange by us will receive a cash payment (reduced as described in the following sentence) representing interest, if any, that has accrued from the most recent interest payment date in respect of the Old Notes up to but not including the Settlement Date. Interest payable on the Old Notes up to but not including Settlement Date will be reduced by the interest accrued on the New Notes up to but not including the Settlement Date. Under no circumstances will any additional interest be payable because of any delay by the Exchange Agent or DTC in the transmission of funds to the holders of accepted Old Notes or otherwise.

The Issuer will pay any cash exchange consideration and will also pay any accrued and unpaid interest with respect to Old Notes accepted for exchange in the Exchange Offer (less interest accrued on the New Notes up to but not including the Settlement Date) by depositing such payment in cash with DTC on the Settlement Date.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

TENDER OF OLD NOTES

To effect a valid tender of Old Notes using this Letter of Transmittal, the undersigned must:

• complete the table below entitled “Method of Delivery;”

• complete the table below entitled “Description of Old Notes Tendered Hereby;”

• sign this Letter of Transmittal where indicated;

• if appropriate, check and complete the boxes relating to the “Special Delivery Instructions;” and

• complete the attached Internal Revenue Service (“IRS”) Form W-9 or complete and attach the appropriate IRS Form W-8 (e.g., IRS Form W-8BEN, W-8ECI, etc.), as applicable.

New Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “Method of Delivery,” on the Settlement Date or as soon as practicable thereafter.

Failure to provide the information necessary to effect delivery of the New Notes will render such holder’s tender defective, and the Issuer will have the right, which it may waive, to reject such tender without notice.

METHOD OF DELIVERY

¨ CHECK HERE IF PHYSICAL CERTIFICATES FOR TENDERED OLD NOTES ARE BEING DELIVERED HEREWITH.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

¨ PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED OLD NOTES ARE HELD AND/OR INTO WHICH THE CORRESPONDING NEW NOTES ARE TO BE DELIVERED.

Name of Tendering Institution: _____________________________________________________________________________

DTC Participant Number: _________________________________________________________________________________

Account Number                                                                    Transaction Code Number:                                                                    

DESCRIPTION OF OLD NOTES TENDERED HEREBY

(see Instructions 2 and 3)

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Old Notes Being Tendered	Aggregate Principal Amount of Old Notes	Aggregate Principal Amount of Old Notes being Tendered (if  less than all)*
6.875% Senior Notes due 2012 (CUSIP No. 88947EAA8)
5.95% Senior Notes due 2013 (CUSIP No. 88947EAC4)

* The principal amount of Old Notes tendered hereby must be in minimum denominations of $1,000 for the 2012 Notes and $100,000 for the 2013 Notes and integral multiples of $1,000 in excess thereof. All Old Notes shall be deemed tendered unless a lesser number is specified in this column. See Instruction 3.

If the aggregate principal amount of the Old Notes specified was held as of the date of tender by more than one Beneficial Owner, you may specify below the breakdown of this aggregate principal amount by Beneficial Owner, and, in doing so, hereby instruct the Exchange Agent to treat such Beneficial Owner as a separate holder when performing any rounding. If the space below is inadequate, attach a separate signed schedule using the same format.

Beneficial Owner’s name or account number	Principal amount of Old Notes
Total:

Note: Signatures must be provided below.

Please read the accompanying Instructions carefully.

Ladies and Gentlemen:

The undersigned hereby tenders to the Issuer the aggregate principal amount of Old Notes indicated in the table above entitled “Description of Old Notes Tendered Hereby.”

The undersigned understands that the Early Exchange Premium will only be paid with respect to tenders of Old Notes delivered at or prior to the Early Participation Date, not validly withdrawn prior to the Expiration Date and accepted for exchange.

If the undersigned is not the Registered Holder (as defined below, see Instruction 4), or such holder’s legal representative or attorney-in-fact, in order to validly tender its Old Notes, the undersigned must obtain a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in-fact) to tender such Old Notes on behalf of the holder thereof, and such proxy must be delivered with this Letter of Transmittal.

The Issuer’s obligation to complete the Exchange Offer is conditioned upon the satisfaction of the conditions as set forth in the Prospectus. If the Exchange Offer is consummated, the New Notes will be issued under the indenture, dated as of February 7, 2012, as supplemented (the “Indenture”), between us and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The undersigned understands that the Old Notes validly tendered and not withdrawn (or defectively tendered Old Notes with respect to which the Issuer has, or has caused to be, waived such defect) will be deemed to have been accepted by the Issuer if, as and when the Issuer gives oral (promptly confirmed in writing) or written notice thereof to the Exchange Agent. The undersigned understands that subject to the Terms and Conditions, Old Notes accepted by the Issuer in accordance with such Terms and Conditions will be exchanged for the New Notes. The undersigned understands that, under certain circumstances, The Issuer may not be required to accept any of the Old Notes tendered. If any Old Notes are not accepted for exchange for any reason (or if Old Notes are validly withdrawn), such unexchanged (or validly withdrawn) Old Notes will be returned without expense to the undersigned’s account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus as promptly as practicable after the expiration or termination of the Exchange Offer.

Subject to, and effective upon, the acceptance of, and issuance of the New Notes and the balance of the Total Exchange Consideration or the Exchange Consideration, as applicable, in exchange for, the principal amount of Old Notes tendered in accordance with the terms and subject to the conditions of the Exchange Offer, the undersigned by executing and delivering this Letter of Transmittal (or agreeing to the terms of this Letter of Transmittal pursuant to an Agent’s Message) hereby:

(1) irrevocably agrees to sell, assign and transfer to or upon the order of the Issuer or its nominees, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Old Notes tendered hereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against the Issuer or any fiduciary, trustee, fiscal agent or other person connected with the Old Notes arising under, from or in connection with such Old Notes;

(2) waives any and all rights with respect to the Old Notes tendered hereby (including, without limitation, any existing or past defaults and their consequences in respect of such Old Notes and the Indenture);

(3) releases and discharges the Issuer and the Trustee from any and all claims the undersigned may have, now or in the future, arising out of or related to the Old Notes tendered hereby, including, without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Old Notes tendered hereby (other than as expressly provided in the Prospectus and in this Letter of Transmittal) or to participate in any repurchase, redemption or defeasance of the Old Notes tendered hereby;

(4) irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer) with respect to any tendered Old Notes, with full power of substitution and resubstitution (such

power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver such Old Notes or transfer ownership of such Old Notes on the account books maintained by DTC together with all accompanying evidences of transfer and authenticity, to or upon the order of the Issuer, (b) present such Old Notes for transfer on the register, and (c) receive all benefits or otherwise exercise all rights of Beneficial Ownership of such Old Notes, including receipt of New Notes issued in exchange therefor and transfer such New Notes to the holder, all in accordance with the terms of the Exchange Offer; and

(5) agrees that the delivery and surrender of the Old Notes is not effective, and the risk of loss of the Old Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of (a) a properly completed and duly executed Letter of Transmittal and the certificates of the tendered Old Notes accompanying this Letter of Transmittal together with all accompanying evidences of authority and any other required documents in form satisfactory to the Issuer or (b) a properly transmitted Agent’s Message.

All questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of Old Notes will be determined by the Issuer, in its sole discretion, which determination shall be final and binding. The undersigned understands that tenders of Old Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Old Notes by the Issuer will, following the Expiration Date, constitute a binding agreement between the undersigned and the Issuer upon the Terms and Conditions.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The Issuer expressly reserves the right, subject to applicable law, to:

• delay accepting any Old Notes, extend the Exchange Offer, increase the amount of Old Notes sought in the Exchange Offer or terminate the Exchange Offer and not accept any Old Notes; and

• amend, modify or waive at any time, or from time to time, the terms of the Exchange Offer in any respect, including waiver of any conditions to consummation of the Exchange Offer.

If the Issuer exercises any such right, the Issuer will give written notice thereof to the Exchange Agent and will make a public announcement thereof as promptly as practicable. Without limiting the manner in which the Issuer may choose to make a public announcement of any extension, amendment or termination of the Exchange Offer, the Issuer will not be obligated to publish, advertise or otherwise communicate any such public announcement, other than by making a timely press release.

The minimum period during which the Exchange Offer will remain open following material changes in the terms of the Exchange Offer or in the information concerning the Exchange Offer will depend upon the facts and circumstances of such changes, including the relative materiality of the changes. With respect to a change in consideration or amount of Old Notes sought, the Exchange Offer will remain open for a minimum ten business day period following the announcement of such change to allow for adequate dissemination of such change. If the terms of the Exchange Offer are amended in a manner determined by the Issuer to constitute a material change adversely affecting any holder, the Issuer will promptly disclose any such amendment in a manner reasonably calculated to inform holders of such amendment, and the Issuer will extend the Exchange Offer for a time period that the Issuer deems appropriate, depending upon the significance of the amendment and the manner of disclosure to holders, if the Exchange Offer would otherwise expire during such time period, consistent with Rule 162 under the Securities Act and Rule 13e-4 under the Exchange Act, including extending such Exchange Offer if necessary so that at least five business days remain in such Exchange Offer following notice of the material change or waiver.

Special Delivery Instructions

If the “Special Delivery Instructions” box (below) is completed, please credit the DTC account for any book-entry transfers of Old Notes not accepted for exchange into the account so indicated.

The undersigned recognizes that the Issuer has no obligation under the “Special Delivery Instructions” provision of this Letter of Transmittal to effect the transfer of any Old Notes from the holder(s) of Old Notes thereof if the Issuer does not accept any of the principal amount of the Old Notes tendered pursuant to this Letter of Transmittal.

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 2 and 5)

To be completed ONLY if Old Notes in the principal amount not accepted by the Issuer are to be returned in the name of someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal and/or sent to a DTC participant account different from that indicated in the table entitled “Method of Delivery.”

Please issue Old Notes not accepted, to:                                                                                                                                                        

Name of DTC Participant:                                                                                                                                                                              

DTC Participant Account Number:                                                                                                                                                              

Contact at DTC Participant:                                                                                                                                                                          

SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES HEREBY)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of the Old Notes listed in the table on page 7 labeled “Description of Old Notes Tendered Hereby.”

Signature of Registered Holder(s) or Authorized Signatory	Date
(see guarantee requirement below)

Signature of Registered Holder(s) or Authorized Signatory	Date
(see guarantee requirement below)

Signature of Registered Holder(s) or Authorized Signatory	Date
(see guarantee requirement below)

Area Code and Telephone Number:                                                                                                                                                    

This Letter of Transmittal must be signed by the Registered Holder(s) exactly as the name(s) appear(s) on a securities position listing of DTC or by any person(s) authorized to become the Registered Holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person, acting in a fiduciary or representative capacity, please set forth at the line entitled “Capacity (full title)” and submit evidence satisfactory to the Exchange Agent and The Issuer of such person’s authority to so act. See Instruction 4.

Name(s):                                                                                                                                                                                                     

________________________________________________________________________________________________________

(Please Type or Print)

Capacity (full title):                                                                                                                                                                                     

_________________________________________________________________________________________________________

Address:                                                                                                                                                                                                     

(Including Zip Code)

MEDALLION SIGNATURE GUARANTEE

(If required — See Instruction 4)

Signature(s) Guaranteed by

an Eligible Institution:                                                                                                                                                                                 

(Authorized Signature)

________________________________________________________________________________________________________

(Title)

________________________________________________________________________________________________________

(Name of Firm)

________________________________________________________________________________________________________

(Address)

Dated:                         , 2012

INSTRUCTIONS FORMING PART OF THE TERMS

AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and the Old Notes. This Letter of Transmittal is to be completed by holders of Old Notes if certificates are to be forwarded herewith or if Old Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. If tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the section of the Prospectus entitled “The Exchange Offer—Procedures for Tendering Notes” and an Agent’s Message is delivered, then delivery of this Letter of Transmittal is not necessary. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as this properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof or Agent’s Message in lieu thereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein at or prior to the Expiration Date.

The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Old Notes are sent by regular U.S. mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent at or prior to the Expiration Date. See the section of the Prospectus entitled “The Exchange Offer—Procedures for Tendering Notes.”

2. Delivery of the New Notes. The New Notes will be delivered in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder’s custodian. Accordingly, the appropriate DTC participant name and account number (along with any other required account information) needed to permit such delivery and payment must be provided in the table on page 6 hereof entitled “Method of Delivery.” Failure to do so will render a tender of Old Notes defective, and the Issuer will have the right, which it may waive, to reject such tender without notice. Holders who anticipate tendering by a method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any New Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table.

3. Amount of Tenders; Partial Tenders. Tenders of Old Notes will be accepted only in minimum denominations of $1,000 for the 2012 Notes and $100,000 for the 2013 Notes and in both instances integral multiples of $1,000 in excess thereof. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Old Notes tendered.

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the table above entitled “Description of Old Notes Tendered Hereby.” In such case, new certificates representing the balance of non-tendered Old Notes will be sent to such tendering holder, unless otherwise provided in the “Special Delivery Instructions” box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

4. Signatures on this Letter of Transmittal; Instruments of Transfer; Guarantee of Signatures. For purposes of this Letter of Transmittal, the term “Registered Holder” means an owner of record as well as any DTC participant that has Old Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”). Signatures on this Letter of Transmittal need not be guaranteed if:

• this Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the Old Notes and the holder(s) has not completed the box entitled “Special Delivery Instructions” on this Letter of Transmittal; or

• the Old Notes are tendered for the account of an “eligible institution.”

An “eligible institution” is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 (as the terms are defined in Rule 17Ad-15):

(a) a bank;

(b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

(c) a credit union;

(d) a national securities exchange, registered securities association or clearing agency; or

(e) savings associations.

If any of the Old Notes tendered are held by two or more Registered Holders, all of the Registered Holders must sign this Letter of Transmittal.

The Issuer will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or facsimile thereof) or directing DTC to transmit an Agent’s Message, you waive any right to receive any notice of the acceptance of your Old Notes for exchange.

If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

Beneficial Owners whose tendered Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Old Notes.

5. Special Delivery Instructions. All Old Notes tendered hereby and not accepted for exchange will be returned to the undersigned according to the information provided in the table entitled “Method of Delivery” or, if completed, according to the “Special Delivery Instructions” box in this Letter of Transmittal.

6. Transfer Taxes. Except as provided below, the Issuer will pay all transfer taxes, if any, applicable to the transfer and exchange of Old Notes to the Issuer in the Exchange Offer. If transfer taxes are imposed for any reason other than the transfer and tender to the Issuer, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder. Transfer taxes that will not be paid by the Issuer include taxes, if any, imposed:

• if New Notes in book-entry form are to be registered in the name of any person other than the person signing this Letter of Transmittal; or

• if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal.

If satisfactory evidence of payment of or exemption from transfer taxes that are not required to be borne by the Issuer is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Old Notes tendered by such holder.

7. Validity of Tenders. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer also reserves the right, subject to applicable law, to waive any defects, irregularities or conditions of tender as to particular Old Notes. A waiver of any defect or irregularity with respect to the tender of one note shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other note. The Issuer’s interpretations of the Terms and Conditions will be final and binding on all parties. Any defect or irregularity in connection with tenders of Old Notes must be cured within such time as the Issuer determines, unless waived by the Issuer Tenders of Old Notes shall not be deemed to have been made until all defects and irregularities have been waived by the Issuer or cured. None of the Issuer, the Trustee, the Dealer Managers, the Exchange Agent, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Notes or will incur any liability to holders for failure to give any such notice.

Any Old Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offer.

8. Waiver of Conditions. The Issuer reserves the absolute right to amend or waive any of the conditions in the Exchange Offer at any time, except as otherwise expressly provided in the Prospectus.

9. Withdrawal. Old Notes tendered in the Exchange Offer may be validly withdrawn at any time prior to the Expiration Date. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offer— Withdrawal and Revocation Rights.”

10. Requests for Assistance or Additional Copies. Questions concerning tender procedures and requests for additional copies of the Prospectus and this Letter of Transmittal should be directed to the Information Agent at its address or telephone numbers listed on the back cover page of the Prospectus. Any questions concerning the terms of the Exchange Offer should be directed to the Dealer Managers at the telephone numbers listed on the back cover page of the Prospectus.

11. Important Tax Information; Tax Withholding.

Under current U.S. federal income tax law, the Exchange Agent (as payor) may be required to withhold a portion of any reportable payments made to certain holders (or other payees) pursuant to the Exchange Offer. To avoid such backup withholding, each tendering U.S. Holder (as defined in the Prospectus) or other U.S. payee must provide the Exchange Agent with its correct taxpayer identification number (“TIN”) and certify that it is not subject to backup withholding by completing the enclosed IRS Form W-9, or otherwise establish an exemption from the backup withholding rules. In general, for an individual, the TIN is such individual’s social security number. If the Exchange Agent is not provided with the correct TIN, the U.S. Holder (or other payee) may be subject to a $50 penalty imposed by the IRS, and any reportable payments made to such person may be subject to backup withholding at the applicable rate, currently 28%. Such reportable payments generally will be subject to information reporting, even if the Exchange Agent is provided with a TIN. If a U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write “Applied For” in the space provided for the TIN in Part I of IRS Form W-9 and sign and date the IRS Form W-9. If “Applied For” is written in Part I and the Exchange Agent is not provided with a TIN prior to the date of payment, the Exchange Agent will withhold 28% of any reportable payments made to the U.S. Holder. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete IRS Form W-9 if the Old Notes are held in more than one name), consult the instructions in the enclosed IRS Form W-9 contained in this Letter of Transmittal.

Certain persons (including, among others, all corporations and certain non-U.S. persons) are not subject to these backup withholding and reporting requirements. Exempt U.S. persons should indicate their exempt status on IRS Form W-9. To satisfy the Exchange Agent that a non-U.S. person qualifies as an exempt recipient, such person must submit an applicable IRS Form W-8 (such as an IRS Form W-8BEN), signed under penalties of perjury, attesting to that person’s non-U.S. status. An applicable IRS Form W-8 can be obtained from the Exchange Agent or from the IRS’s website at www.irs.gov/formspubs. In addition, a non-U.S. person is required to provide such Form W-8 to be exempt from U.S. federal withholding tax on payments of accrued interest pursuant to the Exchange Offer. Holders should consult their tax advisors as to any qualification for exemption from withholding, and the procedure for obtaining the exemption.

A person’s failure to complete IRS Form W-9, the applicable IRS Form W-8 or other appropriate form will not, by itself, cause such person’s Old Notes to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of any reportable payments made to such person pursuant to the Exchange Offer. Backup withholding is not an additional U.S. federal income tax. Rather, the amount of U.S. federal income tax withheld will be creditable against the U.S. federal income tax liability of a person subject to backup withholding. If backup withholding results in an overpayment of U.S. federal income tax, a refund may be obtained, provided that the required information is timely furnished to the IRS.

NOTE: FAILURE TO COMPLETE AND RETURN IRS FORM W-9, THE APPLICABLE IRS FORM W-8 OR OTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED IRS FORM W-9 AND INSTRUCTIONS CONTAINED IN THIS LETTER OF TRANSMITTAL AND THE IRS’ WEBSITE FOR ADDITIONAL DETAILS.

Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS.

	Name (as shown on your income tax return)
	Business name/disregarded entity name, if different from above
	Check appropriate box for federal tax classification:		¨  Exempt payee
	¨  Individual/sole proprietor    ¨  C Corporation    ¨  S Corporation     ¨  Partnership    ¨  Trust/estate
	¨  Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u
	¨  Other (see instructions) u
	Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
	City, state, and ZIP code
	List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.	Social security  number
			-	-
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.	Employer identification number
		-

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here Signature of U.S. person u Date u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 12-2011)

Form W-9 (Rev. 12-2011) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

        Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Form W-9 (Rev. 12-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

        11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹  See Form 1099-MISC, Miscellaneous Income, and its instructions.

²  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 12-2011) Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:	Give name and SSN of:
1.       Individual	The individual
2.       Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
3.       Custodian account of a minor (Uniform Gift to Minors Act)	The minor 2
4.       a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
b. So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.       Sole proprietorship or disregarded entity owned by an individual	The owner 3
6.       Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:	Give name and EIN of:
7.       Disregarded entity not owned by an individual	The owner
8.       A valid trust, estate, or pension trust	Legal entity 4
9.       Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.     Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.     Partnership or multi-member LLC	The partnership
12.     A broker or registered nominee	The broker or nominee
13.     Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.     Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²  Circle the minor’s name and furnish the minor’s SSN.

³  You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴  List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

        If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

In order to tender, a holder of Old Notes should send or deliver this properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

The Exchange Agent for the Exchange Offer is:

D.F. King & Co., Inc.

By Hand, Overnight Delivery or Mail	By Facsimile Transmission:
(Registered or Certified Mail Recommended):	(For Eligible Institutions only):
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Attn: Elton Bagley	(212) 809-8838 Attn: Elton Bagley

For Confirmation by Telephone:

(212) 493-6996

Any questions or requests for assistance related to the Exchange Offer or for additional copies of the Prospectus, this Letter of Transmittal, or related documents may be directed to the Information Agent at its telephone numbers and address set forth below. A holder of Old Notes may also contact the Dealer Managers at the telephone numbers set forth below or such holder’s custodian bank, depositary, broker, trust company or other nominee for assistance concerning any of the Exchange Offer.

The Information Agent for the Exchange Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Banks and Brokers Call Collect:

(212) 269-5550

All Other Call Toll Free:

(800) 431-9645

Email: tollbrothers@dfking.com

The Dealer Managers for the Exchange Offer are:

Citigroup Global Markets Inc.	Deutsche Bank Securities	RBS Securities Inc.
390 Greenwich Street, 1st floor New York, NY 10013	60 Wall Street New York, NY 10005	600 Washington Blvd Stamford, CT 06901
Attention: Liability Management Group (800) 558-3745 (212) 723-6106	Attention: Liability Management Group (855) 287-1922 (212) 250-7527	Attention: Liability Management (877) 297-9832 (203) 897-4825