PLEDGE AGREEMENT


PLEDGE AGREEMENT

 

THIS PLEDGE AGREEMENT, dated as of March 7, 2008 (as restated, amended, modified or supplemented from time to time, the “Agreement”), is given by EACH OF THE UNDERSIGNED PARTIES LISTED ON THE SIGNATURE PAGES HERETO AND EACH OF THE OTHER PERSONS AND ENTITIES THAT BECOME BOUND HEREBY FROM TIME TO TIME BY JOINDER, ASSUMPTION OR OTHERWISE (each a “Pledgor” and collectively the “Pledgors”), as a Pledgor of the equity interests in the Companies (as defined herein), as more fully set forth herein, to PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for itself and the Lenders (as defined below) under the Credit Agreement described below (the “Secured Party”).

WHEREAS, pursuant to the Seventh Amended and Restated Credit Agreement by and among X. Xxxxxxxxx Enterprises, Inc., a California corporation (the “Borrower”), Hovnanian Enterprises, Inc., a Delaware corporation (one of the Guarantors (as defined below)), the Lenders now or hereafter party thereto (the “Lenders”), and the Secured Party, dated as of the date hereof (together with all amendments, restatements, modifications, extensions, supplements, renewals, refinancings, and the like thereto, the “Credit Agreement”), the Lenders have agreed to provide certain loans and other financial accommodations to the Borrower;

WHEREAS, pursuant to and in consideration of the Credit Agreement and the Amended and Restated Guaranty and Suretyship Agreement, dated as of the date hereof, given by each of the Pledgors (other than the Borrower) and the other Guarantors now or hereafter party thereto (the “Guarantors”), to Secured Party (together with all amendments, restatements, modifications, extensions, supplements, and the like thereto, the “Guaranty”), all of the issued and outstanding capital stock, shares, securities, member interests, partnership interests, ownership interests and other investment property of each of the Companies is to be pledged to the Secured Party in accordance herewith; and

WHEREAS, each Pledgorowns the outstanding capital stock, shares, securities, member interests, partnership interests and other ownership interests of the Companies.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

1.

Defined Terms.

(a)         Except as otherwise expressly provided herein, capitalized terms used in this Agreement shall have the respective meanings assigned to them in the Credit Agreement. Where applicable and except as otherwise expressly provided herein, terms used herein (whether or not capitalized) that are defined in Article 8 or Article 9 of the Uniform Commercial Code as enacted in the State of New York, as amended from time to time (the “Code”), and are not otherwise defined herein or in the Credit Agreement shall have the same meanings herein as set forth therein.

(b)         “ Company” shall mean individually each Restricted Subsidiary (as defined in the Credit Agreement) and “Companies” shall mean collectively, all Restricted Subsidiaries.

(c)         “ Pledged Collateral” shall mean and include the following with respect to each Company: (i) the capital stock, shares, securities, investment property, member interests, partnership interests, warrants, options, put rights, call rights, similar rights, and all other ownership or participation interests , in any Company owned or held by any Pledgor at any time including those in any Company hereafter formed or acquired, and (ii) all rights and privileges pertaining thereto, including without limitation, all present and future securities, shares, capital stock, investment property, dividends, distributions and other

 

 

ownership interests receivable in respect of or in exchange for any of the foregoing, all present and future rights to subscribe for securities, shares, capital stock, investment property or other ownership interests incident to or arising from ownership of any of the foregoing, all present and future cash, interest, stock or other dividends or distributions paid or payable on any of the foregoing, and all present and future books and records (whether paper, electronic or any other medium) pertaining to any of the foregoing, including, without limitation, all stock record and transfer books and (iii) whatever is received when any of the foregoing is sold, exchanged, replaced or otherwise disposed of, including all proceeds, as such term is defined in the Code, thereof.

(d)         “ Secured Obligations” shall mean and include all now existing and hereafter arising Obligations of each and every Pledgor and other Loan Party to the Secured Party, the Lenders, or any of their respective Affiliates under the Credit Agreement or any of the other Loan Documents, together with any extensions, renewals, replacements or refundings thereof.

 

2.

Grant of Security Interests.

(a)         To secure on a first priority perfected basis the payment and performance of all Secured Obligations, in full, each Pledgor hereby grants to the Secured Party a continuing first priority security interest under the Code in and hereby pledges to Secured Party, in each case for the benefit of each of the Lenders and Secured Party and their respective Affiliates, all of suchPledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral, whether now or hereafter existing and wherever located.

(b)         Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Secured Party (or with a Person designated by Secured Party to hold the Pledged Collateral on behalf of Secured Party) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers or similar transfer documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Secured Party in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.

 

 

3.

Further Assurances.
Prior to or concurrently with the execution of this Agreement, and thereafter at any time and from time to time upon reasonable request of the Secured Party, each Pledgor (in its capacity as a Pledgor and in its capacity as a Company) shall execute and deliver to the Secured Party all financing statements, continuation financing statements, assignments, certificates and documents of title, affidavits, reports, notices, schedules of account, letters of authority, further pledges, powers of attorney and all other documents (collectively, the “Security Documents”) that the Secured Party may reasonably request, in formreasonably satisfactory to the Secured Party, and take such other action which the Secured Party may reasonably request, to perfect and continue perfected and to create and maintain the first priority status of the Secured Party’s security interest in the Pledged Collateral and to fully consummate the transactions contemplated under this Agreement. Each Pledgor authorizes Secured Party to record any one or more financing statements under the applicable Uniform Commercial Code with respect to the pledge and security interest herein granted. Each Pledgor hereby irrevocably makes, constitutes and appoints the Secured Party (and any of the Secured Party’s officers or employees or agents designated by the Secured Party) as such Pledgor’s true and lawful attorney with power to sign the name of such Pledgor on all or any of the Security Documents which the Secured Party determines must be executed, filed, recorded or sent in order to perfect or continue perfected the Secured Party’s security interest in the Pledged Collateral in any jurisdiction. Such power, being coupled with an interest, is irrevocable until all

 

 

of the Secured Obligations have been indefeasibly paid, in cash, in full and the Commitments have terminated and all Letters of Credit have expired or been terminated or otherwise been cash collateralized in accordance with Section 2.9.11 [Cash Collateral] of the Credit Agreement.

 

4.

Representations and Warranties.

Each Pledgor hereby, jointly and severally, represents and warrants to the Secured Party as follows:

(a)         The Pledged Collateral of such Pledgor does not include Margin Stock. “Margin Stock” as used in this clause (a) shall have the meaning ascribed to such term by Regulation U of the Board of Governors of the Federal Reserve System of the United States;

(b)         Such Pledgor has and will continue to have (or, in the case of after-acquired Pledged Collateral, at the time such Pledgor acquires rights in such Pledged Collateral, will have and will continue to have), title to its Pledged Collateral, free and clear of all Liens other than those in favor of the Secured Party for the Lenders and the Secured Party;

(c)         The capital stock, shares, securities, member interests, partnership interests and other ownership interests constituting the Pledged Collateral of such Pledgor have been duly authorized and validly issued to such Pledgor, are fully paid and nonassessable and constitute one hundred percent (100%) of the issued and outstanding capital stock, member interests or partnership interests of each Company;

(d)         Upon the completion of the filings and other actions specified on Schedule B attached hereto, the security interests in the Pledged Collateral granted hereunder by such Pledgor shall be are valid, perfected and of first priority, subject to the Lien of no other Person;

(e)         There are no restrictions upon the transfer of the Pledged Collateral and such Pledgor has the power and authority and unencumbered right to transfer the Pledged Collateral owned by such Pledgor free of any Lien and without obtaining the consent of any other Person;

(f)         Such Pledgor has all necessary power to execute, deliver and perform this Agreement;

(g)         This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of each Pledgor, enforceable in accordance with its terms, except to the extent that enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance;

(h)         Neither the execution or delivery by each Pledgor of this Agreement, nor the compliance with the terms and provisions hereof, will violate any provision of any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any Official Body to which any Pledgor or any of its property is subject or any provision of any material agreement or instrument to which Pledgor is a party or by which such Pledgor or any of its property is bound;

(i)          Each Pledgor’s exact legal name is as set forth on such Pledgor’s signature page hereto;

(j)          The jurisdiction of incorporation, formation or organization, as applicable, of each Pledgor is as set forth on Schedule 1.1(C) to the Credit Agreement;

 

 

(k)         Such Pledgor’s chief executive office is as set forth on Schedule 1.1(C) to the Credit Agreement; and

(l)          All rights of such Pledgor in connection with its ownership of each of the Companies are evidenced and governed solely by the stock certificates, instruments or other documents (if any) evidencing ownership of each of the Companies and the organizational documents of each of the Companies, and no shareholder, voting, or other similar agreements are applicable to any of the Pledged Collateral or any of any Pledgor’s rights with respect thereto, and no such certificate, instrument or other document provides that any member interest, partnership interest or other intangible ownership interest in any limited liability company or partnership constituting Pledged Collateral is a “security” within the meaning of and subject to Article 8 of the Code, except pursuant to Section 5(f) hereof; and the organizational documents of each Company contain no restrictions on the rights of shareholders, members or partners other than those that normally would apply to a company organized under the laws of the jurisdiction of organization of each of the Companies; and none of the limited liability company interests or partnership interest constituting Pledged Collateral is represented by a certificate, except with respect to the Companies as set forth on Schedule A attached hereto.

 

 

5.

General Covenants.

Each Pledgor, jointly and severally, hereby covenants and agrees as follows:

(a)         Each Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral; and each Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor, unless such loss is the result of the gross negligence or willful misconduct of the Secured Party;

(b)         Each Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be expected to affect, in any material respect, any Pledgor’s title to, or the Secured Party’s interest in, the Pledged Collateral or the proceeds thereof; provided, however, that with the prior written consent of the Secured Party, such Pledgor may settle such actions or proceedings with respect to the Pledged Collateral;

(c)         The books an records of each of the Pledgors and Companies, as applicable, shall disclose the Secured Party’s security interest in the Pledged Collateral;

(d)         To the extent, following the date hereof, any Pledgor acquires capital stock, shares, securities, member interests, partnership interests, investment property and other ownership interests of any of the Companies or any other Restricted Subsidiary or any of the rights, property or securities, shares, capital stock, member interests, partnership interests, investment property or any other ownership interests described in the definition of Pledged Collateral with respect to any of the Companies or any other Restricted Subsidiary, all such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the Secured Party; and each Pledgor thereupon, in confirmation thereof, shall promptly deliver all such securities, shares, capital stock, member interests, partnership interests, investment property and other ownership interests (to the extent such items are certificated), to the Secured Party, together with undated stock powers or other similar transfer documents, and all such control agreements, financing statements, and any other documents necessary to implement the provisions and purposes of this Agreement as the Secured Party may request related thereto;

(e)         Each Pledgor shall notify the Secured Party in writing within thirty (30) calendar days after any change in any Pledgor’s chief executive office address, legal name, or state of incorporation, formation or organization; and

 

 

(f)         Subject to Section 4(l) hereof, during the term of this Agreement, no Pledgor shall permit or cause any Company which is a limited liability company or a limited partnership to (and no Pledgor (in its capacity as Company) shall) issue any certificates evidencing the ownership interests of such Company or elect to treat any ownership interests as securities that are subject to Article 8 of the Code unless such securities are immediately delivered to the Secured Party upon issuance, together with all evidence of such election and issuance and all Security Documents as set forth in Section 3 hereof, and an updated Schedule A hereto.

 

 

6.

Other Rights With Respect to Pledged Collateral.
In addition to the other rights with respect to the Pledged Collateral granted to the Secured Party hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Secured Party, at its option and at the expense of the Pledgors, may (a) transfer into its own name, or into the name of its nominee, all or any part of the Pledged Collateral, thereafter receiving all dividends, income or other distributions upon the Pledged Collateral; (b) take control of and manage all or any of the Pledged Collateral; (c) apply to the payment of any of the Secured Obligations, whether any be due and payable or not, any moneys, including cash dividends and income from any Pledged Collateral, now or hereafter in the hands of the Secured Party or any Affiliate of the Secured Party, on deposit or otherwise, belonging to any Pledgor, as the Secured Party in its sole discretion shall determine; and (d) do anything which any Pledgor is required but fails to do hereunder. The Secured Party shall endeavor to provide the Borrower with notice at or about the time of the exercise of its rights pursuant to the preceding sentence, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of any rights or remedies hereunder.

 

7.

Additional Remedies Upon Event of Default.

Upon the occurrence of any Event of Default and while such Event of Default shall be continuing, the Secured Party shall have, in addition to all rights and remedies of a secured party under the Code or other applicable Law, and in addition to its rights under Section 6 above and under the other Loan Documents, the following rights and remedies:

(a)         The Secured Party may, after ten (10) days’ advance notice to a Pledgor, sell, assign, give an option or options to purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. Each Pledgor agrees that ten (10) days’ advance notice of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor recognizes that the Secured Party may be compelled to resort to one or more private sales of the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares, capital stock, member interests, partnership interests, investment property or ownership interests for their own account for investment and not with a view to the distribution or resale thereof.

(b)         The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Secured Party has made all deductions of expenses, including but not limited to attorneys’ fees (including the allocated costs of staff counsel) and other expenses incurred in connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the Secured Party’s rights with respect to the Pledged Collateral, including in any

 

 

insolvency, bankruptcy or reorganization proceedings, be applied against the Secured Obligations, whether or not all the same be then due and payable, as provided in the Credit Agreement.

 

8.

Secured Party’s Duties.

The powers conferred on the Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.

 

9.

Additional Pledgors.

It is anticipated that additional persons may from time to time become Subsidiaries of the Borrower or a Guarantor, each of whom will be required to join this Agreement as a Pledgor hereunder to the extent that such new Subsidiary owns equity interests in any other Person that is a Restricted Subsidiary. It is acknowledged and agreed that such new Subsidiaries of the Borrower or of a Guarantor may become Pledgors hereunder and will be bound hereby simply by executing and delivering to Secured Party a Guarantor Joinder in the form of Exhibit 1.1(G)(2) to the Credit Agreement. No notice of the addition of any Pledgor shall be required to be given to any pre-existing Pledgor, and each Pledgor hereby consents thereto.

 

10.

No Waiver; Cumulative Remedies.

No failure to exercise, and no delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any further exercise thereof or the exercise of any other right, power or privilege. No waiver of a single Event of Default shall be deemed a waiver of a subsequent Event of Default. The remedies herein provided are cumulative and not exclusive of any remedies provided under the other Loan Documents or by Law, rule or regulation and the Secured Party may enforce any one or more remedies hereunder successively or concurrently at its option. Each Pledgor waives any right to require the Secured Party to proceed against any other Person or to exhaust any of the Pledged Collateral or other security for the Secured Obligations or to pursue any remedy in the Secured Party’s power.

 

 

11.

Waivers.

Each Pledgor hereby waives any and all defenses which any Pledgor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like and each Pledgor hereby waives any defense to or limitation on its obligations under this Agreement arising out of or based on any event or circumstance referred to in the immediately preceding Section hereof. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable law, each Pledgor hereby further waives each of the following:

(i)        All notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights against such Pledgor, including the following: any notice of any event or circumstance described in the immediately preceding Section hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Secured Obligations; any notice of the incurrence of any Secured

 

 

Obligation; any notice of any default or any failure on the part of such Pledgor or the Borrower or any other Person to comply with any Loan Document or any of the Secured Obligations or any requirement pertaining to any direct or indirect security for any of the Secured Obligations; and any notice or other information pertaining to the business, operations, condition (financial or otherwise), or prospects of the Borrower or any other Person;

(ii)       Any right to any marshalling of assets, to the filing of any claim against such Pledgor or the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization, or similar proceeding, or to the exercise against such Pledgor or the Borrower, or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Secured Obligations or any direct or indirect security for any of the Secured Obligations; any requirement of promptness or diligence on the part of the Secured Party or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Secured Obligations or any direct or indirect security for any of the Secured Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Agreement or any other Loan Document, and any requirement that any Pledgor receive notice of any such acceptance; and

(iii)      Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including anti-deficiency laws, “one action” laws, or the like), or by reason of any election of remedies or other action or inaction by the Secured Party (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Secured Obligations), which results in denial or impairment of the right of the Secured Party to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Secured Obligations.

 

12.

Assignment.

All rights of the Secured Party under this Agreement shall inure to the benefit of its successors and assigns. All obligations of each Pledgor shall bind its successors and assigns; provided, however, that no Pledgor may assign or transfer any of its rights and obligations hereunder or any interest herein, and any such purported assignment or transfer shall be null and void.

 

13.

Severability.

Any provision (or portion thereof) of this Agreement which shall be held invalid or unenforceable shall be ineffective without invalidating the remaining provisions hereof (or portions thereof).

 

14.

Governing Law.

This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the Law of the State of New York, except to the extent the validity or perfection of the security interests or the remedies hereunder in respect of any Pledged Collateral are governed by the law of a jurisdiction other than the State of New York.

 

15.

Notices.

All notices, requests, demands, directions and other communications (collectively, “notices”) given to or made upon any party hereto under the provisions of this Agreement shall be given or made as set forth in Section 10.6 [Notices] of the Credit Agreement, and the Pledgors (in their capacity as

 

 

Pledgors and in their capacity as Companies) shall simultaneously send to the Secured Party any notices such Pledgor or such Company delivers to each other regarding any of the Pledged Collateral.

 

16.

Specific Performance.

Each Pledgor acknowledges and agrees that, in addition to the other rights of the Secured Party hereunder and under the other Loan Documents, because the Secured Party’s remedies at law for failure of any Pledgor to comply with the provisions hereof relating to the Secured Party’s rights (i) to inspect the books and records related to the Pledged Collateral, (ii) to receive the various notifications any Pledgor is required to deliver hereunder, (iii) to obtain copies of agreements and documents as provided herein with respect to the Pledged Collateral, (iv) to enforce the provisions hereof pursuant to which any Pledgor has appointed the Secured Party its attorney-in-fact, and (v) to enforce the Secured Party’s remedies hereunder, would be inadequate and that any such failure would not be adequately compensable in damages, such Pledgor agrees that each such provision hereof may be specifically enforced.

 

 

17.

Voting Rights in Respect of the Pledged Collateral.
So long as no Event of Default shall occur and be continuing under the Credit Agreement, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the other Loan Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would have a material adverse effect on the value of any Pledged Collateral. At any time and from time to time, after and during the continuation of an Event of Default, no Pledgor shall be permitted to exercise any of its respective voting and other consensual rights whatsoever pertaining to the Pledged Collateral or any part thereof; provided, however, in addition to the other rights with respect to the Pledged Collateral granted to the Secured Party, for the benefit of itself and the Lenders, hereunder, at any time and from time to time, after and during the continuation of an Event of Default, the Secured Party may exercise any and all voting and other consensual rights of each and every Pledgor pertaining to the Pledged Collateral or any part thereof. The Secured Party shall endeavor to provide the Borrower with notice at or about the time of the exercise by Secured Party of the voting or other consensual rights of such Pledgor pertaining to the Pledged Collateral, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of Secured Party’s rights or remedies hereunder. Without limiting the generality of the foregoing and in addition thereto, Pledgors shall not vote to enable, or take any other action to permit, any Company to: (i) issue any other ownership interests of any nature or to issue any other securities, investment property or other ownership interests convertible into or granting the right to purchase or exchange for any other ownership interests of any nature of any such Company, except as expressly permitted by the Credit Agreement; or (ii) to enter into any agreement or undertaking restricting the right or ability of such Pledgor or Secured Party to sell, assign or transfer any of the Pledged Collateral without the Secured Party’s prior written consent.

 

18.

Consent to Jurisdiction.

Each Pledgor (as a Pledgor and as a Company) and each of the Companies (i) hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, or any successor to said court (hereinafter referred to as the “New York Courts”) for purposes of any suit, action or other proceeding which relates to this Agreement or any other Loan Document, (ii) to the extent permitted by applicable Law, hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the New York Courts, that such suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or

 

 

proceeding is improper, or that this Agreement or any Loan Document may not be enforced in or by the New York Courts, (iii) hereby agrees not to seek, and hereby waives, any collateral review by any other court, which may be called upon to enforce the judgment of any of the New York Courts, of the merits of any such suit, action or proceeding or the jurisdiction of the New York Courts, and (iv) waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail addressed as provided in Section 16 hereof and service so made shall be deemed to be completed upon actual receipt thereof. Nothing herein shall limit any Lender’s right to bring any suit, action or other proceeding against any Pledgor or any of any Pledgor’s assets or to serve process on any Pledgor by any means authorized by Law.

 

19.

Waiver of Jury Trial.

EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR (AS A PLEDGOR AND AS A COMPANY), EACH OF THE COMPANIES AND THE SECURED PARTY, ON BEHALF OF THE LENDERS, HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING THERETO.

 

20.

Entire Agreement; Additional Pledgors; Amendments.

(a)         This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to a grant of a security interest in the Pledged Collateral by any Pledgor to the Secured Party.

(b)         At any time after the initial execution and delivery of this Agreement to the Secured Party and the Lenders, additional Persons may become parties to this Agreement and thereby acquire the duties and rights of being Pledgors hereunder by executing and delivering to the Secured Party and the Lenders a Guarantor Joinder pursuant to the Credit Agreement. No notice of the addition of any Pledgor shall be required to be given to any pre-exiting Pledgor and each Pledgor hereby consents thereto.

(c)         Except as expressly provided in Section 5(d) with respect to certificated securities issued by Companies that are limited liability companies or limited partnerships, in Section 9 with respect to additional Pledgors, and in Section 21 with respect to the release of Pledgors and Companies, this Agreement may not be amended or supplemented except by a writing signed by the Secured Party and the Pledgors.

 

21.

Automatic Release of Related Collateral and Equity.

At any time after the initial execution and delivery of this Agreement to the Secured Party and the Lenders, Pledgors and Companies may be released from this (i) Agreement pursuant to Section 2.11.1 [Release of Guarantors] of the Credit Agreement and (ii) their respective duties and rights as Pledgors and/or Companies, hereunder and the corresponding Pledged Collateral pledged by such Pledgor or issued by such Company, as the case may be, shall be released pursuant to Section 2.11.5 of the Credit Agreement. No notice of such release of any Pledgor or any Company shall be required to be given to any other Pledgor and each Pledgor hereby consents thereto.

 

 

22.

Counterparts; Telecopy Signatures.

This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed an original, but all such

 

 

counterparts shall constitute one and the same instrument. Each Pledgor acknowledges and agrees that a telecopy or electronic (i.e., “e-mail” or “portable document folio” (“pdf”)) transmission to the Secured Party or any Lender of the signature pages hereof purporting to be signed on behalf of any Pledgor shall constitute effective and binding execution and delivery hereof by such Pledgor.

 

23.

Construction.

The rules of construction contained in Section 1.2 [Construction] of the Credit Agreement apply to this Agreement.

 

[SIGNATURE PAGES FOLLOW]

 

 

[SIGNATURE PAGE 1 OF 54 TO THE PLEDGE AGREEMENT]

 

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

PNC BANK, NATIONAL ASSOCIATION, as Agent

 

 

By: ______________________________________
Name:____________________________________
Title: ____________________________________

 

 

 

[SIGNATURE PAGE 2 OF 54 TO THE PLEDGE AGREEMENT]

 

 

Pledgors:

 

 

X. XXXXXXXXX ENTERPRISES, INC.

 

 

By:          _____________________________________

 

Name:

Xxxxx X. Xxxx

 

Title:

Senior Vice-President -- Finance and Treasurer

 

 

[SIGNATURE PAGE 3 OF 54 TO THE PLEDGE AGREEMENT]

 

HOVNANIAN ENTERPRISES, INC.

 

 

By:          _________________________________________

 

Name:

Xxxxx X. Xxxx

 

Title:

Senior Vice-President -- Finance and Treasurer

 

EASTERN TITLE AGENCY, INC.

FOUNDERS TITLE AGENCY, INC.

GOVERNOR’S ABSTRACT CO., INC.

HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.

K. HOV INTERNATIONAL, INC.

K. HOV IP, II, INC.

K. HOV IP, INC.

X. XXXXXXXXX ACQUISITIONS, INC.

X. XXXXXXXXX AT XXXXXXXX IV, INC.

X. XXXXXXXXX AT BRANCHBURG III, INC.

X. XXXXXXXXX AT BRIDGEPORT, INC.

X. XXXXXXXXX AT BRIDGEWATER VI, INC.

X. XXXXXXXXX AT BURLINGTON III, INC.

X. XXXXXXXXX AT BURLINGTON, INC.

X. XXXXXXXXX AT CALABRIA, INC.

X. XXXXXXXXX AT XXXXXXX XXXXX, INC.

X. XXXXXXXXX AT CARMEL DEL MAR, INC.

X. XXXXXXXXX AT CASTILE, INC.

 

 

By:          _________________________________________

 

Xxxxx X. Xxxx

On behalf of, and as Senior Vice-President -- Finance and Treasurer of each of the foregoing corporations

 

 

Attest:    _________________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 4 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT CHAPARRAL, INC.

X. XXXXXXXXX AT CLARKSTOWN, INC.

X. XXXXXXXXX AT CRESTLINE, INC.

X. XXXXXXXXX AT XXXXXXXXX HILLS, INC.

X. XXXXXXXXX AT EAST WHITELAND I, INC.

X. XXXXXXXXX AT FREEHOLD TOWNSHIP I, INC.

X. XXXXXXXXX AT HERSHEY’S MILL, INC.

X. XXXXXXXXX AT HACKETTSTOWN, INC.

X. XXXXXXXXX AT HIGHLAND VINEYARDS, INC.

X. XXXXXXXXX AT HOPEWELL IV, INC.

X. XXXXXXXXX AT HOPEWELL VI, INC.

X. XXXXXXXXX AT XXXXXX TOWNSHIP, INC.

X. XXXXXXXXX AT KINGS GRANT I, INC.

X. XXXXXXXXX AT LA TERRAZA, INC.

X. XXXXXXXXX AT LAKEWOOD, INC.

X. XXXXXXXXX AT LOWER SAUCON, INC.

X. XXXXXXXXX AT MAHWAH II, INC.

X. XXXXXXXXX AT MAHWAH VI, INC.

X. XXXXXXXXX AT MAHWAH VII, INC.

X. XXXXXXXXX AT MANALAPAN, INC.

X. XXXXXXXXX AT MARLBORO II, INC.

X. XXXXXXXXX AT MARLBORO TOWNSHIP III, INC.

X. XXXXXXXXX AT MARLBORO TOWNSHIP IV, INC.

X. XXXXXXXXX AT XXXXXXXXXX I, INC.

X. XXXXXXXXX AT XXXXXX XX, INC.

 

 

By:          ___________________________________________

 

Xxxxx X. Xxxx

On behalf of, and as Senior Vice-President -- Finance and Treasurer of each of the foregoing corporations

 

 

Attest:    ___________________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 5 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT NORTHERN WESTCHESTER, INC.

X. XXXXXXXXX AT NORTHLAKE, INC.

X. XXXXXXXXX AT OCEAN TOWNSHIP, INC.

X. XXXXXXXXX AT OCEAN WALK, INC.

X. XXXXXXXXX AT PERKIOMEN I, INC.

X. XXXXXXXXX AT PERKIOMEN II, INC.

X. XXXXXXXXX AT RANCHO CRISTIANITOS, INC.

X. XXXXXXXXX AT RESERVOIR RIDGE, INC.

X. XXXXXXXXX AT SAN SEVAINE, INC.

X. XXXXXXXXX AT SARATOGA, INC.

X. XXXXXXXXX AT SAWMILL, INC.

X. XXXXXXXXX AT SCOTCH PLAINS II, INC.

X. XXXXXXXXX AT SMITHVILLE, INC.

X. XXXXXXXXX AT SOUTH BRUNSWICK V, INC.

X. XXXXXXXXX AT STONE CANYON, INC.

X. XXXXXXXXX AT STONY POINT, INC.

X. XXXXXXXXX AT SYCAMORE, INC.

X. XXXXXXXXX AT TANNERY HILL, INC.

X. XXXXXXXXX AT THE BLUFF, INC.

X. XXXXXXXXX AT THORNBURY, INC.

X. XXXXXXXXX AT TIERRASANTA, INC.

X. XXXXXXXXX AT TROVATA, INC.

X. XXXXXXXXX AT TUXEDO, INC.

X. XXXXXXXXX AT UNION TOWNSHIP I, INC.

 

 

By:          ____________________________________________

 

Xxxxx X. Xxxx

On behalf of, and as Senior Vice-President -- Finance and Treasurer of each of the foregoing corporations

 

 

Attest:    ____________________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 6 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP I, INC.

X. XXXXXXXXX AT UPPER MAKEFIELD I, INC.

X. XXXXXXXXX AT XXXX RANCH, INC.

X. XXXXXXXXX AT WALL TOWNSHIP VI, INC.

X. XXXXXXXXX AT WALL TOWNSHIP VIII, INC.

X. XXXXXXXXX AT WASHINGTONVILLE, INC.

X. XXXXXXXXX AT XXXXX III, INC.

X. XXXXXXXXX AT XXXXX V, INC.

X. XXXXXXXXX AT WILDROSE, INC.

X. XXXXXXXXX COMMUNITIES, INC.

X. XXXXXXXXX COMPANIES NORTHEAST, INC.

X. XXXXXXXXX COMPANIES OF CALIFORNIA, INC.

X. XXXXXXXXX COMPANIES OF MARYLAND, INC.

X. XXXXXXXXX COMPANIES OF NEW YORK, INC.

X. XXXXXXXXX COMPANIES OF PENNSYLVANIA, INC.

X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA, INC.

X. XXXXXXXXX COMPANIES OF VIRGINIA, INC.

X. XXXXXXXXX CONSTRUCTION II, INC.

X. XXXXXXXXX CONSTRUCTION III, INC.

X. XXXXXXXXX CONSTRUCTION MANAGEMENT, INC.

X. XXXXXXXXX DEVELOPMENTS OF VIRGINIA, INC.

X. XXXXXXXXX DEVELOPMENTS OF ARIZONA, INC.

X. XXXXXXXXX DEVELOPMENTS OF CALIFORNIA, INC.

 

 

By:          ___________________________________________

 

Xxxxx X. Xxxx

On behalf of, and as Senior Vice-President -- Finance and Treasurer of each of the foregoing corporations

 

 

Attest:    ___________________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 7 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX DEVELOPMENTS OF CONNECTICUT, INC.

X. XXXXXXXXX DEVELOPMENTS OF D.C., INC.

X. XXXXXXXXX DEVELOPMENTS OF DELAWARE, INC.

X. XXXXXXXXX DEVELOPMENTS OF GEORGIA, INC.

X. XXXXXXXXX DEVELOPMENTS OF ILLINOIS, INC.

X. XXXXXXXXX DEVELOPMENTS OF INDIANA, INC.

X. XXXXXXXXX DEVELOPMENTS OF KENTUCKY, INC.

X. XXXXXXXXX DEVELOPMENTS OF MARYLAND, INC.

X. XXXXXXXXX DEVELOPMENTS OF MICHIGAN, INC.

X. XXXXXXXXX DEVELOPMENTS OF MINNESOTA, INC.

X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY II, INC.

X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY, INC.

X. XXXXXXXXX DEVELOPMENTS OF NEW YORK, INC.

X. XXXXXXXXX DEVELOPMENTS OF NORTH CAROLINA, INC.

X. XXXXXXXXX DEVELOPMENTS OF OHIO, INC.

X. XXXXXXXXX DEVELOPMENTS OF PENNSYLVANIA, INC.

X. XXXXXXXXX DEVELOPMENTS OF SOUTH CAROLINA, INC.

X. XXXXXXXXX DEVELOPMENTS OF TEXAS, INC.

X. XXXXXXXXX DEVELOPMENTS OF WEST VIRGINIA, INC.

X. XXXXXXXXX FORECAST HOMES NORTHERN, INC.

X. XXXXXXXXX HOMES OF NORTH CAROLINA, INC.

 

 

 

By:          _________________________________________

 

Xxxxx X. Xxxx

On behalf of, and as Senior Vice-President -- Finance and Treasurer of each of the foregoing corporations

 

 

Attest:    _________________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 8 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOMES OF VIRGINIA, INC.

X. XXXXXXXXX PA REAL ESTATE, INC.

X. XXXXXXXXX PORT IMPERIAL URBAN RENEWAL, INC.

X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK V, INC.

X. XXXXXXXXX PROPERTIES OF RED BANK, INC.

KHC ACQUISITION, INC.

LANDARAMA, INC.

M&M AT LONG BRANCH, INC.

MCNJ, INC.

SEABROOK ACCUMULATION CORPORATION

STONEBROOK HOMES, INC.

THE MATZEL & MUMFORD ORGANIZATION, INC.

WASHINGTON HOMES, INC.

WH LAND I, INC.

WH PROPERTIES, INC.

 

 

By:          ___________________________________________

 

Xxxxx X. Xxxx

On behalf of, and as Senior Vice-President -- Finance and Treasurer of each of the foregoing corporations

 

 

Attest:    ___________________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 9 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOMES OF D.C., L.L.C.

 

By:

X. Xxxxxxxxx Developments of D.C., Inc., as the sole member of the foregoing limited liability company

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

FOUNDERS TITLE AGENCY OF MARYLAND, L.L.C.

GREENWAY FARMS UTILITY ASSOCIATES, L.L.C.

HOMEBUYERS FINANCIAL SERVICES, L.L.C.

HOVNANIAN LAND INVESTMENT GROUP OF MARYLAND, L.L.C.

HOVNANIAN LAND INVESTMENT GROUP, L.L.C.

K. HOVNANIAN AT KING FARM, L.L.C.

K. HOVNANIAN AT RODERUCK. L.L.C.

K. HOVNANIAN AT WILLOW BROOK, L.L.C.

K. HOVNANIAN COMPANIES OF METRO D.C. NORTH, L.L.C.

K. HOVNANIAN HOMES AT CAMP SPRINGS, L.L.C.

K. HOVNANIAN HOMES AT CIDER MILL, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Maryland, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 10 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOMES AT FOREST RUN, L.L.C.

K. HOVNANIAN HOMES AT GREENWAY FARM PARK TOWNS, L.L.C.

K. HOVNANIAN HOMES AT GREENWAY FARM, L.L.C.

K. HOVNANIAN HOMES AT RENAISSANCE PLAZA, L.L.C.

K. HOVNANIAN HOMES AT RUSSETT, L.L.C.

K. HOVNANIAN HOMES OF MARYLAND, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT KENT ISLAND CONDOMINIUMS, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT KENT ISLAND, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT ST. MARGARETS LANDING, L.L.C.

RIDGEMORE UTILITY, L.L.C.

WASHINGTON HOMES AT COLUMBIA TOWN CENTER, L.L.C.

WH/PR LAND COMPANY, LLC

WOODLAND LAKES CONDOS AT BOWIE NEWTOWN, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Maryland, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 11 OF 54 TO THE PLEDGE AGREEMENT]

 

XXXXXX, L.L.C.

DULLES COPPERMINE, L.L.C.

HOVNANIAN LAND INVESTMENT GROUP OF VIRGINIA, L.L.C.

K. HOVNANIAN AT LAKE RIDGE CROSSING, L.L.C.

K. HOVNANIAN AT LAKE TERRAPIN, L.L.C.

K. HOVNANIAN FOUR SEASONS @ HISTORIC VIRGINIA, L.L.C.

K. HOVNANIAN FRANCUSCUS HOMES, L.L.C.

K. HOVNANIAN HOMES AT CAMERON STATION, L.L.C.

K. HOVNANIAN HOMES AT BELMONT OVERLOOK, L.L.C.

K. HOVNANIAN HOMES AT XXXXX STREET, L.L.C.

K. HOVNANIAN HOMES AT VICTORIA STATION, L.L.C.

K. HOVNANIAN SUMMIT HOLDINGS, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT ASHBURN VILLAGE, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT CHARLOTTESVILLE, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT DULLES DISCOVERY CONDOMINIUM, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT DULLES DISCOVERY, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT NEW KENT, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT VINT HILL, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Virginia, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 12 OF 54 TO THE PLEDGE AGREEMENT]

 

AUDDIE ENTERPRISES, L.L.C.

BUILDER SERVICES NJ, L.L.C.

HOVNANIAN LAND INVESTMENT GROUP OF NEW JERSEY, L.L.C.

K. HOVNANIAN AT ABERDEEN URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT ALLENDALE, L.L.C.

K. HOVNANIAN AT BARNEGAT I, L.L.C.

K. HOVNANIAN AT BARNEGAT II, L.L.C.

K. HOVNANIAN AT BARNEGAT III, L.L.C.

K. HOVNANIAN AT BERKELEY, L.L.C.

K. HOVNANIAN AT BERNARDS V, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 13 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT BLUE HERON PINES, L.L.C.

K. HOVNANIAN AT BRIDGEWATER I, L.L.C

X. XXXXXXXXX AT CAMDEN I, L.L.C.

K. HOVNANIAN AT CEDAR GROVE III, L.L.C.

K. HOVNANIAN AT CEDAR GROVE IV, L.L.C.

K. HOVNANIAN AT XXXXXXX I, L.L.C.

K. HOVNANIAN AT CHESTERFIELD, L.L.C.

K. HOVNANIAN AT CHESTERFIELD II, L.L.C.

K. HOVNANIAN AT XXXXXXX XX, L.L.C.

K. HOVNANIAN AT CLIFTON, L.L.C.

K. HOVNANIAN AT CRANBURY, L.L.C.

K. HOVNANIAN AT CURRIES XXXXX, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:   _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 14 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT DENVILLE, L.L.C.

K. HOVNANIAN AT DEPTFORD TOWNSHIP, L.L.C.

K. HOVNANIAN AT DOVER, L.L.C.

K. HOVNANIAN AT EDGEWATER II, L.L.C.

K. HOVNANIAN AT EDGEWATER, L.L.C.

K. HOVNANIAN AT EGG HARBOR TOWNSHIP, L.L.C.

K. HOVNANIAN AT EGG HARBOR TOWNSHIP II, L.L.C.

K. HOVNANIAN AT ELK TOWNSHIP, L.L.C.

K. HOVNANIAN AT FIFTH AVENUE, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:   _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 15 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT XXXXXXXX I, L.L.C.

K. HOVNANIAN AT XXXXXXXX XX, L.L.C.

K. HOVNANIAN AT FOREST XXXXXXX, L.L.C.

K. HOVNANIAN AT FRANKLIN, L.L.C.

K. HOVNANIAN AT FREEHOLD TOWNSHIP, L.L.C.

K. HOVNANIAN AT XXXXXXXX, L.L.C.

K. HOVNANIAN AT GREAT NOTCH, L.L.C.

K. HOVNANIAN AT GUTTENBERG, L.L.C.

K. HOVNANIAN AT HACKETTSTOWN II, L.L.C.

K. HOVNANIAN AT HAMBURG CONTRACTORS, L.L.C.

K. HOVNANIAN AT HAMBURG, L.L.C.

K. HOVNANIAN AT HAWTHORNE, L.L.C

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:   _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 16 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT HAZLET, L.L.C.

K. HOVNANIAN AT HILLTOP, L.L.C.

K. HOVNANIAN AT XXXXXXX I, L.L.C.

K. HOVNANIAN AT XXXXXXX, L.L.C.

K. HOVNANIAN AT JERSEY CITY IV, L.L.C.

K. HOVNANIAN AT JERSEY CITY V URBAN RENEWAL COMPANY, L.L.C.

K. HOVNANIAN AT KEYPORT, L.L.C.

K. HOVNANIAN AT LAFAYETTE ESTATES, L.L.C.

K. HOVNANIAN AT XXXXXXXX V, L.L.C.

K. HOVNANIAN AT LINWOOD, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR TOWNSHIP II, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:   _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 17 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT LITTLE EGG HARBOR CONTRACTORS, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR III, L.L.C.

K. HOVNANIAN AT LONG BRANCH I, L.L.C.

K. HOVNANIAN AT MANALAPAN III, L.L.C.

K. HOVNANIAN AT MANSFIELD I, L.L.C.

K. HOVNANIAN AT MANSFIELD II, L.L.C.

K. HOVNANIAN AT MANSFIELD III, L.L.C.

K. HOVNANIAN AT MAPLE AVENUE, L.L.C.

K. HOVNANIAN AT MARLBORO TOWNSHIP IX, L.L.C.

K. HOVNANIAN AT MARLBORO TOWNSHIP V, L.L.C.

K. HOVNANIAN AT MARLBORO TOWNSHIP VIII, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND


 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member
 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 18 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT MARLBORO VI, L.L.C.

K. HOVNANIAN AT MARLBORO VII, L.L.C.

K. HOVNANIAN AT MENDHAM TOWNSHIP, L.L.C.

K. HOVNANIAN AT MIDDLE TOWNSHIP, L.L.C.

K. HOVNANIAN AT MIDDLE TOWNSHIP II, L.L.C.

K. HOVNANIAN AT MIDDLETOWN II, L.L.C.

K. HOVNANIAN AT MIDDLETOWN, L.L.C.

K. HOVNANIAN AT MILLVILLE I, L.L.C.

K. HOVNANIAN AT MILLVILLE II, L.L.C.

K. HOVNANIAN AT MILLVILLE III, L.L.C.

K. HOVNANIAN AT MONROE III, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 19 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT XXXXXX XX, L.L.C.

K. HOVNANIAN AT MONROE NJ, L.L.C.

K. HOVNANIAN AT MONTVALE, L.L.C.

K. HOVNANIAN AT MT. OLIVE TOWNSHIP, L.L.C.

K. HOVNANIAN AT NEW BRUNSWICK URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT NORTH BERGEN, L.L.C.

K. HOVNANIAN AT NORTH BRUNSWICK VI, L.L.C.

K. HOVNANIAN AT NORTH XXXXXXXX II, L.L.C.

K. HOVNANIAN AT NORTH XXXXXXXX III, L.L.C.

K. HOVNANIAN AT NORTH XXXXXXXX, L.L.C.

K. HOVNANIAN AT NORTH HALEDON, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 20 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT NORTH WILDWOOD, L.L.C.

K. HOVNANIAN AT NORTHFIELD, L.L.C.

K. HOVNANIAN AT OCEANPORT, L.L.C.

K. HOVNANIAN AT OLD BRIDGE, L.L.C.

K. HOVNANIAN AT PARAMUS, L.L.C.

K. HOVNANIAN AT PARSIPPANY-XXXX HILLS, L.L.C.

K. HOVNANIAN AT PEAPACK-GLADSTONE, L.L.C.

K. HOVNANIAN AT PITTSGROVE, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VII, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VIII, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 21 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT PRINCETON LANDING, L.L.C.

K. HOVNANIAN AT PRINCETON NJ, L.L.C.

K. HOVNANIAN AT XXXXXXXX I, L.L.C.

K. HOVNANIAN AT READINGTON II, L.L.C.

K. HOVNANIAN AT RED BANK, L.L.C.

K. HOVNANIAN AT RIDGEMONT, L.L.C.

K. HOVNANIAN AT SAYREVILLE, L.L.C.

K. HOVNANIAN AT SCOTCH PLAINS, L.L.C.

K. HOVNANIAN AT SMITHVILLE III, L.L.C.

K. HOVNANIAN AT XXXXXX POINT, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 22 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT SOUTH BRUNSWICK, L.L.C.

K. HOVNANIAN AT SPARTA, L.L.C.

K. HOVNANIAN AT SPRINGCO, L.L.C.

K. HOVNANIAN AT SPRINGFIELD, L.L.C.

K. HOVNANIAN AT TEANECK, L.L.C.

K. HOVNANIAN AT THE MONARCH, L.L.C.

K. HOVNANIAN AT TRENTON, L.L.C.

K. HOVNANIAN AT TRENTON URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT UNION TOWNSHIP II, L.L.C.

K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP II, L.L.C.

K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP III, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 23 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT VERONA URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT VINELAND, L.L.C.

K. HOVNANIAN AT WANAQUE, L.L.C.

K. HOVNANIAN AT XXXXXX TOWNSHIP, L.L.C.

K. HOVNANIAN AT WASHINGTON, L.L.C.

K. HOVNANIAN AT XXXXX IX, L.L.C.

K. HOVNANIAN AT XXXXX VIII, L.L.C.

K. HOVNANIAN AT WEST MILFORD, L.L.C.

K. HOVNANIAN AT WEST WINDSOR, L.L.C.

K. HOVNANIAN AT WILDWOOD BAYSIDE, L.L.C.

K. HOVNANIAN AT WOODHILL ESTATES, L.L.C.

K. HOVNANIAN AT WOOLWICH I, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 24 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX CENTRAL ACQUISITIONS, L.L.C.

K. HOVNANIAN CHESTERFIELD INVESTMENT, L.L.C.

K. HOVNANIAN CLASSICS, L.L.C.

K. HOVNANIAN CLASSICS CIP, L.L.C.

K. HOVNANIAN XXXXXX POINTE INVESTMENTS, L.L.C.

K. HOVNANIAN HOMES – DFW, L.L.C.

K. HOVNANIAN HOMES OF HOUSTON, L.L.C.

K. HOVNANIAN OF HOUSTON II, L.L.C.

K. HOVNANIAN INVESTMENTS II, L.L.C.

K. HOVNANIAN NORTH CENTRAL ACQUISITIONS, L.L.C.

K. HOVNANIAN NORTH JERSEY ACQUISITIONS, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 25 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX NORTHEAST SERVICES, L.L.C.

K. HOVNANIAN SHORE ACQUISITIONS, L.L.C.

K. HOVNANIAN SOUTHERN NEW JERSEY, X.XX.

X. XXXXXXXXX SOUTH JERSEY ACQUISITIONS, L.L.C.

K. HOVNANIAN T&C INVESTMENT, L.L.C.

K. HOVNANIAN VENTURE I, L.L.C.

K. HOVNANIAN’S PRIVATE HOME PORTFOLIO, L.L.C.

TERRAPIN REALTY, L.L.C.

KHIP, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 26 OF 54 TO THE PLEDGE AGREEMENT]

 

F&W MECHANICAL SERVICES, L.L.C.

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the managing member of the foregoing limited liability companies.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 27 OF 54 TO THE PLEDGE AGREEMENT]

 

XXXXXX POINTE JOINT DEVELOPMENT, L.L.C.

 

By:

X. Xxxxxxxxx Xxxxxx Pointe Investments, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By: _____________________________

       Xxxxx X. Xxxx

       Senior Vice-President -- Finance
       and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 28 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT XXXXXX POINTE, L.L.C.

 

By:

Xxxxxx Pointe Joint Development, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Xxxxxx Pointe Investments, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:  ___________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

 

Attest:    ______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 29 OF 54 TO THE PLEDGE AGREEMENT]

 

PARK TITLE COMPANY, L.L.C.

 

By:

X. Xxxxxxxxx of Houston II, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:  ___________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

 

Attest:   _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 30 OF 54 TO THE PLEDGE AGREEMENT]

 

PI INVESTMENTS II, L.L.C.

 

By:

X. Xxxxxxxxx Investments II, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:    ___________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:   _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 31 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL IV, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL V, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VI, L.L.C.

 

By:

PI Investments II, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Investments II, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member

 

 

By:      _________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

 

Attest:    ______________________________

Xxxxx X. Xxxxxxxx

Secretary

AND

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

 

 

By:          _______________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 32 OF 54 TO THE PLEDGE AGREEMENT]

 

HOVNANIAN LAND INVESTMENT GROUP OF CALIFORNIA, L.L.C.

K. HOVNANIAN AT 3 XXXXXXX, L.L.C.

K. HOVNANIAN AT 4S, L.L.C.

K. HOVNANIAN AT ACQUA VISTA, L.L.C.

K. HOVNANIAN AT ALISO, L.L.C.

K. HOVNANIAN AT ARBOR HEIGHTS, L.L.C.

K. HOVNANIAN AT AVENUE ONE, L.L.C.

K. HOVNANIAN AT BELLA LAGO, L.L.C.

K. HOVNANIAN AT BRIDLEWOOD, L.L.C.

K. HOVNANIAN AT CAPISTRANO, L.L.C.

K. HOVNANIAN AT CARMEL VILLAGE, L.L.C.

K. HOVNANIAN AT CIELO, L.L.C.

K. HOVNANIAN AT COASTLINE, L.L.C.

K. HOVNANIAN AT XXXXXX XXXX, L.L.C.

K. HOVNANIAN AT EASTLAKE, L.L.C.

K. HOVNANIAN AT ENCINITAS RANCH, L.L.C.

K. HOVNANIAN AT EVERGREEN, L.L.C.

K. HOVNANIAN AT GASLAMP SQUARE, L.L.C.

K. HOVNANIAN AT HIGHWATER, L.L.C.

K. HOVNANIAN AT LA COSTA, L.L.C.

K. HOVNANIAN AT LA COSTA GREENS, L.L.C.

 

By:

X. Xxxxxxxxx Developments of California, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 33 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT LA HABRA KNOLLS, L.L.C.

K. HOVNANIAN AT LAKE HILLS, L.L.C.

K. HOVNANIAN AT LAKE RANCHO VIEJO, L.L.C.

K. HOVNANIAN AT MATSU, L.L.C.

K. HOVNANIAN AT MENIFEE, L.L.C.

K. HOVNANIAN AT MOCKINGBIRD CANYON, L.L.C.

K. HOVNANIAN AT MOSAIC, L.L.C.

K. HOVNANIAN AT OLDE ORCHARD, L.L.C.

K. HOVNANIAN AT ORANGE HEIGHTS, L.L.C.

K. HOVNANIAN AT PACIFIC BLUFFS, L.L.C.

K. HOVNANIAN AT PARK LANE, L.L.C.

K. HOVNANIAN AT PIAZZA D’ORO, L.L.C.

K. HOVNANIAN AT XXXXX, L.L.C.

K. HOVNANIAN AT RANCHO SANTA XXXXXXXXX, L.L.C.

K. HOVNANIAN AT RIVERBEND, L.L.C.

K. HOVNANIAN AT XXXXXXXX XXXXXX, L.L.C.

K. HOVNANIAN AT XXXXXXX HEIGHTS, L.L.C.

K. HOVNANIAN AT SAGE, L.L.C.

K. HOVNANIAN AT SKYE ISLE, L.L.C.

K. HOVNANIAN AT SUNSETS, L.L.C.

K. HOVNANIAN AT THE XXXXXX, L.L.C.

 

By:

X. Xxxxxxxxx Developments of California, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 34 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT THE GABLES, L.L.C.

K. HOVNANIAN AT THE PRESERVE, L.L.C.

K. HOVNANIAN AT XXXXXXXX RANCH, L.L.C.

K. HOVNANIAN AT TRAIL RIDGE, L.L.C.

K. HOVNANIAN AT WINCHESTER, L.L.C.

K. HOVNANIAN INTERNATIONAL, L.L.C.

K. HOVNANIAN T&C MANAGEMENT CO., L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT BAKERSFIELD, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT BEAUMONT, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT HEMET, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT MENIFEE VALLEY, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT PALM SPRINGS, L.L.C.

K. HOVNANIAN’S FOUR SEASONS, L.L.C.

K. HOVNANIAN’S PARKSIDE AT TOWNGATE, L.L.C.

NATOMAS CENTRAL NEIGHBORHOOD HOUSING, L.L.C.

 

By:

X. Xxxxxxxxx Developments of California, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 35 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOLDINGS NJ, L.L.C.

 

By:

X. Xxxxxxxxx Developments of New Jersey, Inc., as member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

AND

 

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 36 OF 54 TO THE PLEDGE AGREEMENT]

 

BUILDER SERVICES, PA, L.L.C.

HOVNANIAN LAND INVESTMENT GROUP OF PENNSYLVANIA, L.L.C.

K. HOVNANIAN AT ALLENBERRY, L.L.C.

K. HOVNANIAN AT ALLENTOWN, L.L.C.

K. HOVNANIAN AT BROAD AND WALNUT, L.L.C.

K. HOVNANIAN AT CAMPHILL, L.L.C.

K HOVNANIAN AT EAST BRANDYWINE, L.L.C.

K HOVNANIAN AT FORKS TWP. I, L.L.C.

K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP I, L.L.C.

K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP II, L.L.C.

K. HOVNANIAN AT LOWER MAKEFIELD TOWNSHIP I, L.L.C.

K. HOVNANIAN AT LOWER XXXXXXXX I, L.L.C.

K. HOVNANIAN AT LOWER MORELAND II, L.L.C.

K. HOVNANIAN AT LOWER XXXXXXXX III, L.L.C.

K. HOVNANIAN AT MACUNGIE, L.L.C.

K. HOVNANIAN AT NORTHAMPTON, L.L.C.

K. HOVNANIAN AT PHILADELPHIA II, L.L.C.

K. HOVNANIAN AT PHILADELPHIA III, L.L.C.

K. HOVNANIAN AT PHILADELPHIA IV, L.L.C.

K. HOVNANIAN AT RAPHO, L.L.C.

 

 

By:

X. Xxxxxxxxx Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 37 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT SILVER SPRING, L.L.C.

K. HOVNANIAN AT UPPER UWCHLAN II, L.L.C.

K. HOVNANIAN AT UPPER UWCHLAN, L.L.C.

K. HOVNANIAN AT WEST BRADFORD, L.L.C.

K. HOVNANIAN HOMES OF PENNSYLVANIA, L.L.C.

K. HOVNANIAN PENNSYLVANIA ACQUISITIONS, L.L.C.

K. HOVNANIAN SUMMIT HOMES OF PENNSYLVANIA, L.L.C.

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF PENNSYLVANIA, L.L.C.

RIDGEMORE UTILITY ASSOCIATES OF PENNSYLVANIA, L.L.C.

 

By:

X. Xxxxxxxxx Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 38 OF 54 TO THE PLEDGE AGREEMENT]

 

HOVNANIAN LAND INVESTMENT GROUP OF FLORIDA, L.L.C.

K. HOVNANIAN CAMBRIDGE HOMES, L.L.C.

K. HOVNANIAN FIRST HOMES, L.L.C.

K. HOVNANIAN FLORIDA REALTY, L.L.C.

K. HOVNANIAN STANDING ENTITY, L.L.C.

K. HOVNANIAN T&C HOMES AT FLORIDA, L.L.C.

K. HOVNANIAN WINDWARD HOMES, L.L.C.

 

By:

Hovnanian Developments of Florida, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 39 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX COMPANIES, LLC

 

By:

X. Xxxxxxxxx Enterprises, Inc., as member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

AND

 

 

By:

X. Xxxxxxxxx Developments of New Jersey II, Inc., as member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

X. XXXXXXXXX EASTERN PENNSYLVANIA, L.L.C.

 

By:

X. Xxxxxxxxx at Perkiomen II, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 40 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX CRAFTBUILT HOMES OF SOUTH CAROLINA, L.L.C.

K. HOVNANIAN FOUR SEASONS AT GOLD HILL, L.L.C.

K. HOVNANIAN HOMES OF SOUTH CAROLINA, L.L.C.

 

By:

X. Xxxxxxxxx Developments of South Carolina, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

X. XXXXXXXXX GREAT WESTERN BUILDING COMPANY, L.L.C.

K. HOVNANIAN GREAT WESTERN HOMES, L.L.C.

NEW LAND TITLE AGENCY, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Arizona, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 41 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT HIGHLAND SHORES, L.L.C.

K. HOVNANIAN AT RIDGESTONE, L.L.C.

K. HOVNANIAN HOMES OF MINNESOTA, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT RUSH CREEK, L.L.C.

K. HOVNANIAN T&C HOMES AT MINNESOTA, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Minnesota, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 42 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX OHIO REALTY, L.L.C.

K. HOVNANIAN OSTER HOMES, L.L.C.

K. HOVNANIAN SUMMIT HOMES, L.L.C.

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Ohio, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

MILLENNIUM TITLE AGENCY, LTD.

 

By:

X. Xxxxxxxxx Oster Homes, L.L.C., its sole member

 

By:

X. Xxxxxxxxx Developments of Ohio, Inc., as member

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 43 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOMES OF WEST VIRGINIA, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT HUNTFIELD, L.L.C.

K. HOVNANIAN SUMMIT HOMES OF WEST VIRGINIA, L.L.C.

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF WEST VIRGINIA, L.L.C.

 

By:

X. Xxxxxxxxx Developments of West Virginia, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

X. XXXXXXXXX SUMMIT HOMES OF MICHIGAN, L.L.C.

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF MICHIGAN, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Michigan, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 44 OF 54 TO THE PLEDGE AGREEMENT]

 

M&M AT CHESTERFIELD, L.L.C.

M&M AT APPLE RIDGE, L.L.C.

M&M AT EAST MILL, L.L.C.

M&M AT MORRISTOWN, L.L.C.

M&M AT SHERIDAN, L.L.C.

M&M AT SPINNAKER POINTE, L.L.C.

M&M AT SPRUCE HOLLOW, L.L.C.

M&M AT SPRUCE RUN, L.L.C.

M&M AT THE HIGHLANDS, L.L.C.

MATZEL & MUMFORD AT EGG HARBOR, L.L.C.

MATZEL & MUMFORD AT XXXXXXXXXX, L.L.C.

THE LANDINGS AT SPINNAKER POINTE, L.L.C.

 

By:

The Matzel & Mumford Organization, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 45 OF 54 TO THE PLEDGE AGREEMENT]

 

M & M AT COPPER BEECH, L.L.C.

M & X XX XXXXXXXX XXXXX, X.X.X.

M&M AT EAST XXXXXXXXXX, L.L.C.

M&M AT KENSINGTON XXXXX, L.L.C.

M & M AT STATION SQUARE, L.L.C.

M & M AT UNION, L.L.C.

M&M AT TAMARACK HOLLOW, L.L.C.

M&M AT THE CHATEAU, X.XX.

M&M AT WEST ORANGE, L.L.C.

M&M AT WESTPORT, L.L.C.

M&M AT WHEATENA URBAN RENEWAL, L.L.C.

MATZEL & MUMFORD AT SOUTH BOUND BROOK URBAN RENEWAL, L.L.C.

MMIP, L.L.C.

 

By:

M&M Investments, L.P., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 46 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOMES AT FAIRWOOD, L.L.C.

K. HOVNANIAN HOMES AT XXXXX STATION 1, L.L.C.

K. HOVNANIAN HOMES AT XXXXX STATION 2, L.L.C.

K. HOVNANIAN HOMES AT XXXXXXX PLACE. L.L.C.

K. HOVNANIAN HOMES AT PRIMERA, L.L.C.

PADDOCKS, L.L.C.

PINE AYR, L.L.C.

 

By:

X. Xxxxxxxxx Homes of Maryland, L.L.C., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

HOVNANIAN LAND INVESTMENT GROUP OF TEXAS, L.L.C.

 

By:

X. Xxxxxxxxx Homes - DFW, L.L.C., as the sole member of the foregoing limited liability company.

 

 

By:

X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of the foregoing limited liability company.

 

 

By:          _______________________________  

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    _______________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 47 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT NEW WINDSOR, L.L.C.

BUILDER SERVICES NY, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT HAMPTONBURGH, L.L.C.

 

By:

X. Xxxxxxxxx at Northern Westchester, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

X. XXXXXXXXX DELAWARE ACQUISITIONS, L.L.C.

K. HOVNANIAN HOMES OF DELAWARE, L.L.C.

K. HOVNANIAN HOMES AT NASSAU GROVE, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Delaware, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 48 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX AT MENIFEE VALLEY CONDOMINIUMS, L.L.C.

 

By:

X. Xxxxxxxxx’x Four Seasons At Menifee Valley, L.L.C.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

HOVNANIAN LAND INVESTMENT GROUP OF NORTH CAROLINA, L.L.C.

 

By:

X. Xxxxxxxxx Developments of North Carolina, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 49 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX’X FOUR SEASONS AT XXXXXX’X XXXXX, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT OLDE LIBERTY, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT RENAISSANCE, L.L.C.

 

By:

X. Xxxxxxxxx Homes of North Carolina, Inc. as the sole member of the foregoing limited liability companies

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

[SIGNATURE PAGE 50 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX HOMES OF INDIANA, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Indiana, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

X. XXXXXXXXX SUMMIT HOMES OF KENTUCKY, L.L.C.

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF KENTUCKY, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Kentucky, Inc., as the sole member of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 51 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX CONNECTICUT ACQUISITIONS, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Connecticut, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

X. XXXXXXXXX T&C HOMES AT ILLINOIS, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Illinois, Inc., as the sole member of the foregoing limited liability company.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

HOVNANIAN LAND INVESTMENT GROUP OF GEORGIA, L.L.C

X. XXXXXXXXX HOMES OF GEORGIA, L.L.C.

 

By:

X. Xxxxxxxxx Developments of Georgia, Inc., as the sole member of each of the foregoing limited liability companies.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 52 OF 54 TO THE PLEDGE AGREEMENT]

 

WESTMINSTER HOMES OF ALABAMA, L.L.C.

WESTMINSTER HOMES OF MISSISSIPPI, L.L.C.

 

By:

Washington Homes, Inc., as sole member of each of the foregoing limited liability companies.

 

 

By:          _____________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

                Attest:    ______________________________

                Xxxxx X. Xxxxxxxx

                Secretary

 

X. XXXXXXXXX AT XXXXX, L.L.C.

 

By:

X. Xxxxxxxxx at Lakewood, Inc., as sole member of the foregoing limited liability company

 

 

By:    _________________________________

               Xxxxx X. Xxxx

               Senior Vice-President -- Finance
               and Treasurer

 

Attest:    _______________________________

                Xxxxx X. Xxxxxxxx

                Secretary

 

 

[SIGNATURE PAGE 53 OF 54 TO THE PLEDGE AGREEMENT]

 

X. XXXXXXXXX POLAND, SP. Z.O.O.

 

By:

Hovnanian Enterprises, Inc., as member.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

AND

 

By:

X. Xxxxxxxxx International, Inc., as member.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

[SIGNATURE PAGE 54 OF 54 TO THE PLEDGE AGREEMENT]

 

M&M INVESTMENTS, L.P.

 

By:

The Matzel & Mumford Organization, Inc., as general partner of the foregoing limited partnership.

 

 

By:          ______________________________________

Xxxxx X. Xxxx

Senior Vice-President -- Finance and Treasurer

 

Attest:    ______________________________________

Xxxxx X. Xxxxxxxx

Secretary

 

 

Address for Notices for each of the foregoing Pledgors:

 

c/o X. Xxxxxxxxx Enterprises, Inc.

000 Xxxx Xxxxx Xx., X.X. Xxx 000

Xxx Xxxx, XX 00000

Attention: Xxxxx X. Xxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

 

 

SCHEDULE A

TO

PLEDGE AGREEMENT

 

 

State of

 

Entity Name:

Formation:

Members:

 

LLC

X. XXXXXXXXX AT BRIDGEWATER I, L.L.C

NJ

X. Xxxxxxxxx Holdings NJ, L.L.C.

LLC

X. XXXXXXXXX AT CEDAR GROVE IV, L.L.C.

NJ

X. Xxxxxxxxx Holdings NJ, L.L.C.

LLC

X. XXXXXXXXX AT XXXXXXX I, L.L.C.

DE

X. Xxxxxxxxx Holdings NJ, L.L.C.

LLC

X. XXXXXXXXX AT CHESTERFIELD, L.L.C.

NJ

X. Xxxxxxxxx Holdings NJ, L.L.C.

LLC

X. XXXXXXXXX AT DEPTFORD TOWNSHIP, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT EDGEWATER, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT EGG HARBOR TOWNSHIP, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT FLORENCE I, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT FLORENCE II, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT FOREST MEADOWS, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT FREEHOLD TOWNSHIP, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT GREAT NOTCH, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT GUTTENBERG, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT HACKETTSTOWN II, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT HAWTHORNE, L.L.C

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT JERSEY CITY V URBAN RENEWAL COMPANY, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT LONG BRANCH I, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP I, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP II, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN AT LOWER MAKEFIELD TOWNSHIP I, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN AT LOWER MORELAND I, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN AT LOWER MORELAND II, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN AT MANALAPAN III, LLC

NJ

K. Hovnanian Holdings NJ, L.L.C.

 

 

SCHEDULE A - 1

 

 

 

LLC

K. HOVNANIAN AT MANSFIELD I, LLC

DE

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MARLBORO TOWNSHIP IX, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MARLBORO TOWNSHIP V, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MARLBORO TOWNSHIP VIII, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MENDHAM TOWNSHIP, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MILLVILLE I, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MILLVILLE II, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MONROE III, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT MONTVALE, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT NORTH BERGEN, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT NORTH CALDWELL II, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT NORTH CALDWELL, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT NORTH WILDWOOD, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT PITTSGROVE, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT READINGTON II, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT RED BANK, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT SCOTCH PLAINS, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT SMITHVILLE III, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT SOMERS POINT, LLC

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT TEANECK, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP II, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN AT UPPER UWCHLAN II, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN AT UPPER UWCHLAN, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN CAMBRIDGE HOMES, L.L.C.

FL

Hovnanian Developments of Florida, Inc.

LLC

K. HOVNANIAN CHESTERFIELD INVESTMENT, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

 

 

SCHEDULE A - 2

 

 

 

LLC

K. HOVNANIAN EASTERN PENNSYLVANIA, L.L.C.

PA

K. Hovnanian at Perkiomen II, Inc.

LLC

K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, LLC

AZ

K. Hovnanian Developments of Arizona, Inc.

LLC

K. HOVNANIAN GREAT WESTERN HOMES, L.L.C.

AZ

K. Hovnanian Developments of Arizona, Inc.

LLC

K. HOVNANIAN HOLDINGS NJ, LLC

NJ

K. Hovnanian Developments of New Jersey, Inc.

LLC

K. HOVNANIAN NORTHEAST SERVICES, L.L.C.

NJ

K. Hovnanian Holdings NJ, L.L.C.

LLC

K. HOVNANIAN OHIO REALTY, L.L.C.

OH

K. Hovnanian Developments of Ohio, Inc.

LLC

K. HOVNANIAN PENNSYLVANIA ACQUISITIONS, L.L.C.

PA

K. Hovnanian Companies of Pennsylvania, Inc.

LLC

K. HOVNANIAN SUMMIT HOMES OF MICHIGAN, L.L.C

MI

K. Hovnanian Developments of Michigan, Inc.

LLC

K. HOVNANIAN SUMMIT HOMES OF WEST VIRGINIA, L.L.C.

WV

K. Hovnanian Developments of West Virginia, Inc.

LLC

K. HOVNANIAN SUMMIT HOMES, L.L.C.

OH

K. Hovnanian Developments of Ohio, Inc.

LLC

K. HOVNANIAN T&C HOMES AT MINNESOTA, L.L.C.

MN

K. Hovnanian Developments of Minnesota, Inc.

LLC

M&M AT CHESTERFIELD, LLC

NJ

The Matzel & Mumford Organization, Inc.

LLC

M&M AT TAMARACK HOLLOW, L.L.C.

NJ

M&M Investments, L.P.

 

 

SCHEDULE A - 3

 

 

SCHEDULE B

Actions to Perfect

 

1.

With respect to each Pledgor organized under the laws of the state of Alabama as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Alabama Secretary of State.

 

2.

With respect to each Pledgor organized under the laws of the state of Arizona as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Arizona Secretary of State.

 

3.

With respect to each Pledgor organized under the laws of the state of California as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the California Secretary of State.

 

4.

With respect to each Pledgor organized under the laws of the state of Connecticut as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral the Connecticut Secretary of State.

 

5.

With respect to each Pledgor organized under the laws of the state of Delaware as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Delaware Secretary of State.

 

6.

With respect to each Pledgor organized under the laws of the District of Columbia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the District of Columbia Recorder of Deeds.

 

7.

With respect to each Pledgor organized under the laws of the state of Florida as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Florida Secured Transaction Registry.

 

8.

With respect to each Pledgor organized under the laws of the state of Georgia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Office of the Clerk of Superior Court of any County of Georgia.

 

9.

With respect to each Pledgor organized under the laws of the state of Illinois as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Illinois Secretary of State.

 

10.

With respect to each Pledgor organized under the laws of the state of Indiana as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Indiana

 

SCHEDULE B - 1

 

 

Secretary of State.

 

11.

With respect to each Pledgor organized under the laws of the state of Kentucky as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Kentucky Secretary of State.

 

12.

With respect to each Pledgor organized under the laws of the state of Maryland as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Maryland State Department of Assessments and Taxation.

 

13.

With respect to each Pledgor organized under the laws of the state of Michigan as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Michigan Secretary of State.

 

14.

With respect to each Pledgor organized under the laws of the state of Minnesota as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Minnesota Secretary of State.

 

15.

With respect to each Pledgor organized under the laws of the state of Mississippi as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Mississippi Secretary of State.

 

16.

With respect to each Pledgor organized under the laws of the state of New Jersey as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the New Jersey Division of Commercial Recording.

 

17.

With respect to each Pledgor organized under the laws of the state of New York as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the New York Secretary of State.

 

18.

With respect to each Pledgor organized under the laws of the state of North Carolina as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the North Carolina Secretary of State.

 

19.

With respect to each Pledgor organized under the laws of the state of Ohio as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Ohio Secretary of State.

 

20.

With respect to each Pledgor organized under the laws of the state of Pennsylvania as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the

 

SCHEDULE B - 2

 

 

Pennsylvania Secretary of the Commonwealth.

 

21.

With respect to each Pledgor organized under the laws of the state of South Carolina as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the South Carolina Secretary of State.

 

22.

With respect to each Pledgor organized under the laws of the state of Tennessee as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Tennessee Secretary of State.

 

23.

With respect to each Pledgor organized under the laws of the state of Texas as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Texas Secretary of State.

 

24.

With respect to each Pledgor organized under the laws of the state of Virginia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the Virginia State Corporation Commission.

 

25.

With respect to each Pledgor organized under the laws of the state of West Virginia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Pledged Collateral with the West Virginia Secretary of State.

 

26.

With respect to the Pledged Collateral constituting certificated securities, delivery of the certificates representing such Pledged Collateral to the Administrative Agent in registered form, indorsed in blank, by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement.

 

SCHEDULE B - 3

 

 

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Filed: March 11th, 2008
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