Exhibit 10.8


 


SECOND LIEN PLEDGE AGREEMENT


 


THIS
SECOND LIEN PLEDGE AGREEMENT, dated as of May 27, 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 DEUTSCHE BANK NATIONAL
TRUST COMPANY, in its capacity as collateral agent, for the benefit of itself,
the Trustee (as defined below) and the Noteholders (as defined below) (the “Secured
Party”).


 


WHEREAS,
pursuant to the Seventh Amended and Restated Credit Agreement by and among K.
Hovnanian Enterprises, Inc., a California corporation (the “Issuer”),
Hovnanian Enterprises, Inc., a Delaware corporation (“HOV”), the
Lenders now or hereafter party thereto (the “Lenders”), and PNC Bank
National Association, as administrative agent (the “Administrative Agent”),
dated as of March 7, 2008, as amended by Amendment No. 1 to Seventh
Amended and Restated Credit Agreement, dated as of May 16, 2008, (together
with all amendments, restatements, modifications, extensions, supplements,
renewals, refinancings and the like thereto, the “Credit Agreement”),
the Lenders have provided certain loans and other financial accommodations to
the Issuer;


 


WHEREAS,
pursuant to and in consideration of the Credit Agreement and the Guaranty (as
defined in the Credit Agreement), 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 were pledged
by each of the Pledgors to the Administrative Agent pursuant to the Pledge
Agreement, dated as of March 7, 2008 (the “First Lien Pledge Agreement”);


 


WHEREAS,
the Issuer, HOV and each of the other Guarantors (as defined in the Secured
Note Indenture) have entered into the Indenture, dated as of May 27, 2008
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Secured Note Indenture”) with the Deutsche Bank National
Trust Company as trustee (in such capacity, the “Trustee”), pursuant to
which the Issuer issued 111/2% Senior Secured Notes due 2013 (collectively, the
“Secured Notes”);


 


WHEREAS,
in connection with the Secured Note Indenture, the Pledgors are required to
execute and deliver this Agreement to secure their obligations with respect to
the Secured Note Indenture and the Secured Notes;


 


WHEREAS,
the Issuer, HOV, certain subsidiaries of HOV party thereto, PNC Bank, National
Association, as Senior Credit Agent, the Trustee and Wilmington Trust Company,
as Mortgage Tax Collateral Agent have entered into the Intercreditor Agreement,
dated as of May 27, 2008 (as amended, supplemented, amended or restated or
otherwise modified from time to time, the “Intercreditor Agreement”); and


 


WHEREAS,
each Pledgor  owns 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 Secured Note Indenture or, if not defined
herein or therein, in the Intercreditor 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, in the
Secured Note Indenture or in the Intercreditor Agreement shall have the same
meanings herein as set forth therein.


 


(b)                                “Company” shall mean individually each
Restricted Subsidiary and “Companies” shall mean collectively, all
Restricted Subsidiaries.


 


(c)                                 “Law” shall mean any law (including
common law), constitution, statute, treaty, regulation, rule, ordinance,
opinion, release, ruling, order, injunction, writ, decree, bond, judgment,
authorization or approval, lien or award of or settlement agreement with any
Official Body.


 


(d)                                “Noteholder” means “Holder” or “Holder
of Notes” as defined in the Secured Note Indenture.


 


(e)                                 “Noteholder Collateral Document” means
any agreement, document or instrument pursuant to which a Lien is granted by
the Issuer or any Guarantor to secure any Secured Obligations or under which
rights or remedies with respect to any such Liens are governed, as the same may
be amended, restated or otherwise modified from time to time.


 


(f)                                   “Noteholder Document” means
collectively (a) the Secured Note Indenture, the Secured Notes and the
Noteholder Collateral Documents and (b) any other related document or
instrument executed and delivered pursuant to any Noteholder Document described
in clause (a) above evidencing or governing any Secured Obligations as the
same may be amended, restated or otherwise modified from time to time.


 


(g)                                “Official Body” shall mean any
national, federal, state, local or other governmental or political subdivision
or any agency, authority, board, bureau, central bank, commission, department
or instrumentality of either, or any court, tribunal, grand jury or arbitrator,
in each case whether foreign or domestic.


 


(h)                                “Perfection Agent” shall mean (i) prior
to the Discharge of Senior Lender Claims, the Administrative Agent (including,
with respect to any Collateral delivered to or held by the Perfection Agent
hereunder, in its capacity as bailee for the Trustee, the Secured Party and the
Noteholders under Section 5.5 of the Intercreditor Agreement) and (ii) thereafter,
the Secured Party.


 


(i)                                    “Permitted Encumbrance” has the
meaning set forth in Section 4(b).


 


(j)                                    “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


 


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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. Notwithstanding the
foregoing, in the event that Rule 3-16 of Regulation S-X under the
Securities Act requires (or is replaced with another rule or regulation,
or any other law, rule or regulation is adopted, which would require) the
filing with the SEC of separate financial statements of any Guarantor that are
not otherwise required to be filed, then the capital stock or other securities
of such Guarantor shall automatically be deemed released and not to be and not
to have been part of the Pledged Collateral but only to the extent necessary to
not be subject to such requirement. In such event, this Agreement may be
amended or modified, without the consent of any Noteholder, to the extent
necessary to evidence the release of the lien created hereby on the shares of
capital stock or other securities that are so deemed to no longer constitute
part of the Pledged Collateral.


 


(k)                                 “Secured Obligations” shall mean and
include all now existing and hereafter arising Second Priority Lien Obligations
of the Issuer and each and every other Pledgor and Guarantor, together with any
extensions, renewals, replacements or refundings thereof.


 


(l)                                    “Security Agreement” shall mean the
second lien security agreement dated as of the date hereof among the Issuer,
HOV and certain of their respective subsidiaries and the Secured Party, as
amended, supplemented, amended and restated or otherwise modified from time to
time.


 


(m)                              “Senior Lender Claims” has the meaning
set forth in the Intercreditor Agreement.


 


2.                                      Grant of Security
Interests.


 


(a)                                 To secure on a second priority perfected
basis the payment and performance of all Secured Obligations, in full, each
Pledgor hereby grants to the Secured Party a continuing second priority
security interest under the Code in and hereby pledges to Secured Party, in
each case for its benefit and the benefit of the Trustee and each Noteholder
and their respective Affiliates, all of such  Pledgor’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 Perfection Agent
(or with a Person designated by the Perfection Agent to hold the Pledged
Collateral on behalf of the Perfection Agent) 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 Perfection Agent 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,
subject to the terms of the Intercreditor Agreement, 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 form  reasonably satisfactory to the Secured Party, and take


 


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such other action which the Secured Party may reasonably request, to
perfect and continue perfected and to create and maintain the second 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 the 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.


 


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 Liens
securing the Senior Lender Claims and Liens securing the Secured Obligations
(each a “Permitted Encumbrance”);


 


(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 second priority, subject to the Lien of no other Person (other
than a Permitted Encumbrance);


 


(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 (other than a Permitted Encumbrance) 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;


 


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(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
D to the Security Agreement;


 


(k)                                 Such Pledgor’s chief executive office is as
set forth on Schedule D to the Security 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 and 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


 


5

















 


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
Perfection Agent, 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 Perfection Agent 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 Perfection Agent 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, subject to the Intercreditor
Agreement, (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 Issuer 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, in each case subject to the
Intercreditor Agreement:


 


(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


 


6

















 


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 Secured Note Indenture.


 


8.                                      Secured Party’s Duties.


 


The
powers conferred on the Secured Party hereunder are solely to protect its
interest (on behalf of itself, the Trustee and the Noteholders) 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 Issuer 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
Issuer or of a Guarantor may become Pledgors hereunder and will be bound hereby
simply by executing and delivering to the Secured Party a Supplemental
Indenture (as defined in the Secured Note Indenture) and a Joinder Agreement in
the form of Exhibit A to the Security 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.


 


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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 Noteholder 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 Issuer or any other Person to
comply with any Noteholder 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
Issuer or any other Person;


 


(ii)                                 Any right to any
marshalling of assets, to the filing of any claim against such Pledgor or the
Issuer or any other Person in the event of any bankruptcy, insolvency,
reorganization, or similar proceeding, or to the exercise against such Pledgor
or the Issuer, or any other Person of any other right or remedy under or in
connection with any Noteholder 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, the
Trustee or the Noteholders 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 Noteholder 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 Noteholder 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, the Trustee or the
Noteholders (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, the Trustee or the Noteholders to seek a deficiency against the
Issuer 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.


 


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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 13.03 of the Secured Note
Indenture, 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 Secured
Note Indenture, 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
Noteholder 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, the Trustee and the
Noteholders, hereunder, at any time and from time to time, after and during the
continuation of an Event of Default and subject to the provisions of the
Intercreditor Agreement, 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
Issuer with notice at or about the time of the exercise by the 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.


 


9

















 


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 Secured Note Indenture; or (ii) to
enter into any agreement or undertaking restricting the right or ability of
such Pledgor or the 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 Noteholder 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 Noteholder 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 15 hereof and service so made shall be deemed to be
completed upon actual receipt thereof. Nothing herein shall limit the Secured
Party’s, Trustee’s or any Noteholder’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 ITSELF, THE TRUSTEE AND THE
NOTEHOLDERS, 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, the Trustee and the
Noteholders, 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 a Joinder Agreement pursuant to the
Security 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(f) with
respect to certificated securities issued by Companies that are limited
liability companies or limited partnerships, in Section 9 with respect to


 


10

















 


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
Pledged Collateral.


 


At any time after the initial execution and delivery of this Agreement
to the Secured Party, Pledgors and their respective Pledged Collateral and the
Companies may be released from this Agreement pursuant to Section 11.04 of
the Secured Note Indenture, or at the times and to the extent required by the
Intercreditor Agreement. No notice of such release of any Grantor or such
Grantor’s Collateral shall be required to be given to any other Grantor and
each Grantor 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 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 1.02 of the Secured Note
Indenture apply to this Agreement.


 


24.                                Intercreditor Agreement.


 


Notwithstanding
anything herein to the contrary, the lien and security interest granted to the
Secured Party pursuant to this Agreement and the exercise of any right or
remedy by the Secured Party hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern.


 


[SIGNATURE
PAGES FOLLOW]


 


11
















 


[SIGNATURE PAGE 1
OF 54
TO THE SECOND LIEN 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.


 


	
   

  	
  DEUTSCHE BANK NATIONAL TRUST COMPANY, as

  Secured Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


[SIGNATURE
PAGE 2 OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  Pledgors:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  K. HOVNANIAN ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Kevin C. Hake

  
	
   

  	
  Title: 

  	
  Senior Vice-President — Finance and Treasurer

  
					



 

















 


[SIGNATURE PAGE 3
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  HOVNANIAN
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Kevin C. Hake

  
	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN ACQUISITIONS, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT BERNARDS IV, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT BRANCHBURG III, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT BRIDGEPORT, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT BRIDGEWATER VI, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT BURLINGTON III, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT BURLINGTON, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT CALABRIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT CAMERON CHASE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT CARMEL DEL MAR, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT CASTILE, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
  On behalf of, and as Senior
  Vice-President — Finance

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 4
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT
  CHAPARRAL, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT
  CLARKSTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT
  CRESTLINE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT DOMINGUEZ HILLS, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT EAST WHITELAND I, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT FREEHOLD TOWNSHIP I, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT HERSHEY’S MILL, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT HACKETTSTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT HIGHLAND VINEYARDS, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT HOPEWELL IV, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT HOPEWELL VI, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT HOWELL TOWNSHIP, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT KINGS GRANT I, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT LA TERRAZA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT LAKEWOOD, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT LOWER SAUCON, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MAHWAH II, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MAHWAH VI, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MAHWAH VII, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MANALAPAN, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MARLBORO II, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MARLBORO TOWNSHIP III, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MARLBORO TOWNSHIP IV, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MONTGOMERY I, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT MONROE II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
  On behalf of, and as Senior
  Vice-President — Finance

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 5
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT NORTHERN WESTCHESTER, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT NORTHLAKE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT OCEAN TOWNSHIP, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT OCEAN WALK, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT PERKIOMEN I, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT PERKIOMEN II, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT RANCHO CRISTIANITOS, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT RESERVOIR RIDGE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SAN SEVAINE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SARATOGA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SAWMILL, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SCOTCH PLAINS II, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SMITHVILLE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SOUTH BRUNSWICK V, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT STONE CANYON, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT STONY POINT, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT SYCAMORE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT TANNERY HILL, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT THE BLUFF, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT THORNBURY, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT TIERRASANTA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT TROVATA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT TUXEDO, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT UNION TOWNSHIP I, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
  On behalf of, and as Senior
  Vice-President — Finance

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 6
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP I,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT UPPER MAKEFIELD I, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT VAIL RANCH, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WALL TOWNSHIP VI, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WALL TOWNSHIP VIII, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WASHINGTONVILLE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WAYNE III, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WAYNE V, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WILDROSE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMMUNITIES, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES NORTHEAST, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES OF NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES OF SOUTHERN

  CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN COMPANIES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN CONSTRUCTION II, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN CONSTRUCTION III, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN CONSTRUCTION MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
  On behalf of, and as Senior
  Vice-President — Finance

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 7
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF CONNECTICUT,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF D.C., INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF GEORGIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF ILLINOIS, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF MICHIGAN, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF MINNESOTA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF NEW JERSEY II,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF NEW JERSEY, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF NORTH

  CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF PENNSYLVANIA,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF SOUTH

  CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DEVELOPMENTS OF WEST VIRGINIA,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN FORECAST HOMES NORTHERN, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN HOMES OF NORTH CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
  On behalf of, and as Senior
  Vice-President — Finance

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 8
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN HOMES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN PA REAL ESTATE, INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN PORT IMPERIAL URBAN RENEWAL,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN PROPERTIES OF NORTH BRUNSWICK V,

  INC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN 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: 

  	
   

  
	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
  On behalf of, and as Senior
  Vice-President — Finance

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 9
OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of D.C., Inc., as
  the sole

  member of the foregoing limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  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: 

  	
  K. Hovnanian Developments of Maryland, Inc.,
  as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  



 
















 


[SIGNATURE PAGE 10 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Developments of Maryland, Inc., as
  the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 11 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  ALFORD, 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 PAYNE 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: 

  	
  K. Hovnanian Developments of Virginia, Inc.,
  as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 12 OF 54 TO THE SECOND LIEN 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: 

  	
  K.
  Hovnanian Holdings NJ, L.L.C., as the sole member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 13 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT BLUE HERON PINES, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN 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 CHESTER I, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member of

  each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 14 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 15 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT GALLOWAY, 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 16 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT HAZLET, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT JACKSON, 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 LAWRENCE V, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT LITTLE EGG HARBOR TOWNSHIP II,

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 17 OF 54 TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 18 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 19 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT MONROE IV, 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 CALDWELL II, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 
















 


[SIGNATURE PAGE 20 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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-TROY 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 21 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT RANDOLPH 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 SOMERS POINT, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 22 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 23 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT WAYNE 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 24 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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 HUDSON 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 25 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN SOUTHERN NEW JERSEY, L.LC.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole
  member

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 26 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Holdings NJ, L.L.C., as the managing
  member of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 27 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  HUDSON POINTE JOINT DEVELOPMENT, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Hudson Pointe Investments, L.L.C.,
  its

  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

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

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New

  Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
							



 

















 


[SIGNATURE PAGE 28 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT
  HUDSON POINTE, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Hudson Pointe Joint Development, L.L.C., its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Hudson Pointe Investments,

  L.L.C., its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

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

  sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  K. Hovnanian Developments of

  New Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
									



 

















 


[SIGNATURE PAGE 29 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  PARK TITLE COMPANY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian of Houston II, L.L.C., its sole
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

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

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New

  Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
									



 
















 


[SIGNATURE PAGE 30 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  PI INVESTMENTS II, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Investments II, L.L.C., its sole
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

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

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New

  Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President —
  Finance

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 31 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Investments II, L.L.C., its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

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

  sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  K. Hovnanian Developments of

  New Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President —
  Finance

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey II,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
							



 

















 


[SIGNATURE PAGE 32 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  HOVNANIAN LAND INVESTMENT GROUP OF

  CALIFORNIA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT 3 CHAPMAN, 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 CORTEZ HILL, 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: 

  	
  K. Hovnanian Developments of
  California, Inc., as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 33 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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 PRADO, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT RANCHO SANTA MARGARITA,

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT ROSEMARY LATANA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT ROWLAND 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 CROSBY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of
  California, Inc., as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 34 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT THOMPSON 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: 

  	
  K. Hovnanian Developments of
  California, Inc., as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 35 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN HOLDINGS NJ, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of New
  Jersey, Inc., as

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey
  II, Inc., as

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 36 OF 54 TO THE SECOND LIEN 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 MORELAND I, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN AT LOWER MORELAND 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: 

  	
  K. Hovnanian Companies of Pennsylvania, Inc.,
  as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 37 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Companies of Pennsylvania, Inc.,
  as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 38 OF 54 TO THE SECOND LIEN 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:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 39 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN COMPANIES, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Enterprises, Inc., as member of
  the

  foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of New Jersey
  II, Inc., as

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian at Perkiomen II, Inc., as the
  sole member

  of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 
















 


[SIGNATURE PAGE 40 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
  

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Developments of South Carolina, Inc.,
  as

  the sole member of each of the foregoing limited

  liability companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  K. HOVNANIAN GREAT WESTERN BUILDING

  COMPANY, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  NEW LAND TITLE AGENCY, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of Arizona, Inc.,
  as the sole

  member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 41 OF 54 TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Developments of Minnesota, Inc.,
  as the

  sole member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 


41

















 


[SIGNATURE PAGE 42 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Developments of Ohio, Inc., as
  the sole

  member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MILLENNIUM TITLE AGENCY, LTD.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Oster Homes, L.L.C., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  K. Hovnanian Developments of Ohio, Inc., as

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  Secretary

  
						



 

















 


[SIGNATURE PAGE 43 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN 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: 

  	
  K. Hovnanian Developments of West Virginia, Inc.,
  as

  the sole member of each of the foregoing limited

  liability companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  MIDWEST BUILDING PRODUCTS & CONTRACTOR

  SERVICES OF MICHIGAN, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  K. Hovnanian Developments of Michigan, Inc.,
  as the

  sole member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest: 

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 44 OF 54 TO THE SECOND LIEN 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 MONTGOMERY, 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:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 45 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  M & M AT CRESCENT COURT, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  M&M AT KENSINGTON WOODS, 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, L.LC.

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 46 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  PADDOCKS, L.L.C.

  
	
   

  	
   

  
	
   

  	
  PINE AYR, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K. Hovnanian Homes of Maryland, L.L.C., as the sole

  member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOVNANIAN LAND INVESTMENT GROUP OF TEXAS,

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K. Hovnanian Homes - DFW, L.L.C., as the sole

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K. Hovnanian Holdings NJ, L.L.C., as the sole

  member of the foregoing limited liability

  company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
							



 

















 


[SIGNATURE PAGE 47 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  BUILDER SERVICES NY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN’S FOUR SEASONS AT

  HAMPTONBURGH, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K. Hovnanian at Northern Westchester, Inc., as the sole

  member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN DELAWARE ACQUISITIONS, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K. Hovnanian Developments of Delaware, Inc., as the

  sole member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 48 OF 54 TO THE SECOND LIEN PLEDGE
AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN AT MENIFEE VALLEY

  CONDOMINIUMS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K. Hovnanian’s Four Seasons At Menifee Valley, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOVNANIAN LAND INVESTMENT GROUP OF NORTH

  CAROLINA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K. Hovnanian Developments of North Carolina, Inc., as

  the sole member of the foregoing limited liability

  company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 49 OF 54 TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K. HOVNANIAN’S FOUR SEASONS AT BAILEY’S GLENN, 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:

  	
  K. Hovnanian Homes of North Carolina, Inc. as the sole

  member of the foregoing limited liability companies

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter S.
  Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 
















 


[SIGNATURE PAGE 50 OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
   

  	
  K.
  HOVNANIAN HOMES OF INDIANA,

  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Indiana, Inc., as the sole member of the
  foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  MIDWEST
  BUILDING PRODUCTS & CONTRACTOR

  SERVICES OF KENTUCKY, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Kentucky, Inc., as the

  sole member of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 51 OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K.
  HOVNANIAN CONNECTICUT ACQUISITIONS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Connecticut, Inc., as the

  sole member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Illinois, Inc., as the sole

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP OF GEORGIA,

  L.L.C

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Georgia, Inc., as the sole

  member of each of the foregoing limited liability

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 52 OF 54
TO THE SECOND LIEN 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:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT EWING, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian at Lakewood, Inc., as sole

  member of the foregoing limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 53 OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  K.
  HOVNANIAN POLAND, SP. Z.O.O.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hovnanian
  Enterprises, Inc., as member.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
           AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian International, Inc., as member.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 54 OF 54
TO THE SECOND LIEN PLEDGE AGREEMENT]


 


 


	
   

  	
  M&M
  INVESTMENTS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Matzel & Mumford Organization, Inc., as general

  partner of the foregoing limited partnership.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices for each of the foregoing Pledgors:

  
	
   

  	
   

  
	
   

  	
  c/o K. Hovnanian
  Enterprises, Inc.

  
	
   

  	
  110 West Front St.,
  P.O. Box 500

  
	
   

  	
  Red Bank, NJ 07701

  
	
   

  	
  Attention: Kevin C. Hake

  
	
   

  	
  Telephone: (732) 747-7800

  
	
   

  	
  Telecopy: (732) 747-6835

  



 

















 


SCHEDULE A


TO


PLEDGE AGREEMENT


 


	
   

  	
   

  	
  Entity Name

  	
   

  	
  State of

  Formation

  	
   

  	
  Members

  
	
  LLC

  	
   

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

  	
   

  	
  NJ

  	
   

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

  
	
  LLC

  	
   

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

  	
   

  	
  NJ

  	
   

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

  
	
  LLC

  	
   

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

  	
   

  	
  DE

  	
   

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

  
	
  LLC

  	
   

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

  	
   

  	
  NJ

  	
   

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

  
	
  LLC

  	
   

  	
  K. HOVNANIAN 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.

  



 


A-1

















 


	
   

  	
   

  	
  Entity Name

  	
   

  	
  State of

  Formation

  	
   

  	
  Members

  
	
  LLC

  	
   

  	
  K. HOVNANIAN AT MANALAPAN III, LLC

  	
   

  	
  NJ

  	
   

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

  
	
  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.

  



 


A-2

















 


	
   

  	
   

  	
  Entity Name

  	
   

  	
  State of

  Formation

  	
   

  	
  Members

  
	
  LLC

  	
   

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

  	
   

  	
  NJ

  	
   

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

  
	
  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.

  



 


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 D of
the Security 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 D of
the Security 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 D
of the Security 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
D of the Security 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 D
of the Security 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
D of the Security 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 D of
the Security 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 D of
the Security 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 D
of the Security 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 D of
the Security Agreement, the filing of a Uniform Commercial Code Financing
Statement that reasonably identifies the Pledged Collateral with the Indiana
Secretary of State.


 


11.         With respect to each Pledgor
organized under the laws of the state of Kentucky as identified on Schedule D
of the Security Agreement, the filing of a Uniform Commercial Code Financing


 


B-1

















 


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 D
of the Security 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 D
of the Security 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 D
of the Security 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
D of the Security 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 D
of the Security 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 D
of the Security 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 D of the Security 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 D of
the Security 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
D of the Security Agreement, the filing of a Uniform Commercial Code Financing
Statement that reasonably identifies the Pledged Collateral with the
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 D of the Security 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 D
of the Security 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 D of
the Security Agreement, the filing of a Uniform Commercial Code Financing
Statement that


 


B-2

















 


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 D
of the Security 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 D of the Security 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 Perfection Agent in registered
form, indorsed in blank, by an effective endorsement or accompanied by undated
stock powers with respect thereto duly indorsed in blank by an effective
endorsement.


 


B-3