Exhibit 10.3





Exhibit 10.3




FIRST LIEN PLEDGE AGREEMENT




THIS FIRST LIEN PLEDGE AGREEMENT, dated as of October 20, 2009 (as restated, amended, modified
or supplemented from time to time, the “Agreement”), is given by K. HOVNANIAN ENTERPRISES,
INC., a California corporation (the “Issuer”), HOVNANIAN ENTERPRISES, INC., a Delaware
corporation (“Hovnanian”), EACH OF THE UNDERSIGNED PARTIES LISTED ON SCHEDULE A HERETO AND
EACH OF THE OTHER PERSONS AND ENTITIES THAT BECOME BOUND HEREBY FROM TIME TO TIME BY JOINDER,
ASSUMPTION OR OTHERWISE (together with the Issuer and Hovnanian, 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 WILMINGTON 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 “Collateral Agent”).



WHEREAS, the Issuer, Hovnanian, and each of the other Guarantors have entered into the
Indenture dated as of October 20, 2009 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the “Indenture”) with Wilmington Trust Company, a Delaware
banking corporation, as trustee (in such capacity, the “Trustee”), pursuant to which the
Issuer has issued, and may from time to time issue, its 10 5/8% Senior Secured Notes due 2016
(collectively, the “Secured Notes”) upon the terms and subject to the conditions set forth
therein;



WHEREAS, the Issuer, Hovnanian and each of the other Guarantors party thereto entered into the
indenture dated as of May 27, 2008, as amended, supplemented, amended and restated or otherwise
modified from time to time, with Wilmington Trust Company (as successor to Deutsche Bank National
Trust Company) as trustee pursuant to which the Issuer issued its 11 1/2 % Senior Secured Notes due
2013;



WHEREAS, the Issuer, Hovnanian and each of the other Guarantors party thereto have entered
into the indenture dated as of December 3, 2008, as amended, supplemented, amended and restated or
otherwise modified from time to time, with Wilmington Trust Company as trustee pursuant to which
the Issuer issued its 18.0% Senior Secured Notes due 2017;



WHEREAS, the Issuer, Hovnanian, certain subsidiaries of Hovnanian party thereto, PNC Bank,
National Association, as Senior Credit Agent and Wilmington Trust Company, as Mortgage Tax
Collateral Agent have entered into the Intercreditor Agreement dated as of May 27, 2008, as amended
by the First Amendment dated as of October 20, 2009 (as amended, supplemented, amended, amended or
restated or otherwise modified from time to time, the “May 2008 Intercreditor Agreement”);



WHEREAS, the Issuer, Hovnanian, certain subsidiaries of Hovnanian party thereto, PNC Bank,
National Association, as Senior Credit Agent and First-Lien Administrative Agent, the Senior
Trustee, the Senior Noteholder Collateral Agent, the Junior Trustee, the Junior Agent and
Wilmington Trust Company, as Mortgage Tax Collateral Agent have entered into the Intercreditor
Agreement dated as of December 3, 2008, as amended by the First Amendment dated as of October 20,
2009 (as amended, supplemented, amended or restated or otherwise modified from time to time,
together with the May 2008 Intercreditor Agreement, the “Intercreditor Agreements”);



WHEREAS, the Secured Notes constitute First Lien Indebtedness under each of the Intercreditor
Agreements;



WHEREAS, in connection with the Indenture, the Pledgors are required to execute and deliver
this Agreement to secure their obligations with respect to the Indenture and the Secured Notes; 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 Indenture. Where applicable and except
as otherwise expressly provided herein, terms used herein (whether or not capitalized) that are
defined in Article 8 or Article 9 of the Uniform Commercial Code as enacted in the State of New
York, as amended from time to time (the “Code”), and are not otherwise defined herein or in
the Indenture shall have the same meanings herein as set forth therein.



(b) “Collateral Agency Agreement” shall have the meaning ascribed to such term in the
Security Agreement.



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



(d) “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.




(e) “Noteholder” shall mean “Holder” or “Holder of Notes” as defined in the Indenture.



(f) “Noteholder Collateral Document” shall mean 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



(g) “Noteholder Document” shall mean collectively (a) the 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.



(h) “Official Body”: 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.



(i) “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 and K. Hovnanian JV Holdings, L.L.C. 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



 


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future cash, interest, stock or other dividends or distributions paid or payable on any of the
foregoing, and all present and future books and records (whether paper, electronic or any other
medium) pertaining to any of the foregoing, including, without limitation, all stock record and
transfer books and (iii) whatever is received when any of the foregoing is sold, exchanged,
replaced or otherwise disposed of, including all proceeds, as such term is defined in the Code,
thereof. 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 or K. Hovnanian JV Holdings, L.L.C. that are not otherwise required to
be filed, then the capital stock or other securities of such Guarantor or K. Hovnanian JV Holdings,
L.L.C. 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 upon the
Collateral Agent’s receipt of a written authorization from the Issuer stating that such amendment
is permitted hereunder, which the Agent shall be entitled to conclusively rely upon, 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.



(j) “Secured Obligations” shall mean and include all Indebtedness and other
Obligations under the Indenture, the Secured Notes, the Guarantees and the Noteholder Collateral
Documents (as defined in the Security Agreement), together with any extensions, renewals,
replacements or refundings thereof, and all costs and expenses of enforcement and collection,
including reasonable attorney’s fees.



(k) “Security Agreement” shall mean the first lien security agreement dated as of the
date hereof among the Issuer, Hovnanian and certain of their respective subsidiaries and the
Collateral Agent, as amended, supplemented, amended and restated or otherwise modified from time to
time.




2. Grant of Security Interests.



(a) To secure on a first priority perfected basis the payment and performance of all Secured
Obligations, in full, each Pledgor hereby grants to the Collateral Agent a continuing first
priority security interest under the Code in and hereby pledges to Collateral Agent, 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 Collateral Agent (or with a Person designated by Collateral Agent to hold the
Pledged Collateral on behalf of Collateral 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
Collateral 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, each Pledgor (in its capacity as a Pledgor and in its capacity as a Company)
shall execute and deliver to the Collateral Agent 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 


 


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Documents”) as may be required under applicable law to perfect and continue perfected
and to create and maintain the first priority status of the Collateral Agent’s security interest in
the Pledged Collateral and to fully consummate the transactions contemplated under this Agreement.
Each Pledgor authorizes the Collateral Agent 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 Collateral Agent (and
any of the Collateral Agent’s officers or employees or agents designated by the Collateral Agent)
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, pursuant to applicable law, must be executed, filed, recorded
or sent in order to perfect or continue perfected the Collateral Agent’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 Collateral Agent 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
Permitted Liens;



(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 C
attached hereto, the security interests in the Pledged Collateral granted hereunder by such Pledgor
shall be are valid, perfected and of first priority, subject to the Lien of no other Person (other
than a Permitted Liens);



(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 Liens) and without obtaining the consent of any
other Person;




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



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



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



 


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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 B 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 Collateral
Agent;



(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 Collateral Agent’s interest in, the Pledged Collateral or the proceeds thereof;
provided, however, that with the prior written consent of the Collateral Agent,
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 Collateral Agent’s security interest in the Pledged Collateral;



(d) To the extent, following the date hereof, any Pledgor acquires capital stock, shares,
securities, member interests, partnership interests, investment property and other ownership
interests of any of the Companies or any other Restricted Subsidiary or any of the rights, property
or securities, shares, capital stock, member interests, partnership interests, investment property
or any other ownership interests described in the definition of Pledged Collateral with respect to
any of the Companies or any other Restricted Subsidiary, all such ownership interests shall be
subject to the terms hereof and, upon such acquisition, shall be deemed to be hereby pledged to the
Collateral Agent; and each Pledgor thereupon, in confirmation thereof, shall promptly deliver all
such securities, shares, capital stock, member interests,



 


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partnership interests, investment property and other ownership interests (to the extent such
items are certificated), to the Collateral 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 Collateral
Agent may request related thereto;



(e) Each Pledgor shall notify the Collateral Agent 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 Collateral 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 B hereto.




6. Other Rights With Respect to Pledged Collateral.



In addition to the other rights with respect to the Pledged Collateral granted to the
Collateral Agent hereunder, at any time and from time to time, after and during the continuation of
an Event of Default, the Collateral Agent, at its option and at the expense of the Pledgors, may,
subject to any Collateral Agency 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 Collateral Agent or any Affiliate of the Collateral Agent, on
deposit or otherwise, belonging to any Pledgor, as the Collateral Agent in its sole discretion
shall determine; and (d) do anything which any Pledgor is required but fails to do hereunder. The
Collateral Agent 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 Collateral Agent 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 Noteholder Documents, the following rights and remedies, in each case subject
to any Collateral Agency Agreement:



(a) The Collateral Agent 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 Collateral Agent’s offices or elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent 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 Collateral Agent shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time by announcement at



 


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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 Collateral Agent 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 Collateral Agent 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 Collateral Agent’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 Indenture.




8. Collateral Agent’s Duties.



The powers conferred on the Collateral Agent 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
Collateral Agent 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 a
Guarantor may become Pledgors hereunder and will be bound hereby simply by executing and delivering
to the Collateral Agent a Supplemental Indenture (in the form of Exhibit B to the Indenture) and a
Joinder Agreement in the form of Exhibit B 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 Collateral Agent, 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 Noteholder Documents or by
Law, rule or regulation and the Collateral Agent may enforce any one or more remedies hereunder
successively or concurrently at its option. Each Pledgor waives any right to require the
Collateral Agent 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 Collateral Agent’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 Borrower 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
Borrower or any other Person;




(ii) Any right to any marshalling of assets, to the filing of any claim against such
Pledgor or the Borrower or any other Person in the event of any bankruptcy, insolvency,
reorganization, or similar proceeding, or to the exercise against such Pledgor or the
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 Collateral Agent, the Trustee, 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 Collateral Agent, 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 Collateral Agent, 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 Collateral Agent 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 Indenture, and the Pledgors (in their
capacity as Pledgors and in their capacity as Companies) shall simultaneously send to the
Collateral Agent 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 Collateral
Agent hereunder and under the other Noteholder Documents, because the Collateral Agent’s remedies
at law for failure of any Pledgor to comply with the provisions hereof relating to the Collateral
Agent’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 Collateral
Agent its attorney-in-fact, and (v) to enforce the Collateral Agent’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 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 Collateral Agent, the Trustee and the Noteholders for the benefit of
itself 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 any Collateral Agency
Agreement, the Collateral Agent 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 Collateral Agent
shall endeavor to provide the Issuer with notice at or about the time of the exercise by Collateral
Agent 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 Collateral



 


9









 






Agent’s rights or remedies hereunder. Without limiting the generality of the foregoing and in
addition thereto, Pledgors shall not vote to enable, or take any other action to permit, any
Company to: (i) issue any other ownership interests of any nature or to issue any other
securities, investment property or other ownership interests convertible into or granting the right
to purchase or exchange for any other ownership interests of any nature of any such Company, except
as expressly permitted by the Indenture; or (ii) to enter into any agreement or undertaking
restricting the right or ability of such Pledgor or the Collateral Agent to sell, assign or
transfer any of the Pledged Collateral without the Collateral Agent’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 Collateral
Agent’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 COLLATERAL AGENT, 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 Collateral Agent.



(b) At any time after the initial execution and delivery of this Agreement to the Collateral
Agent, 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 Collateral Agent 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.


 


10









 





(c) Except as expressly provided in (i) Section 5(f) with respect to certificated securities
issued by Companies that are limited liability companies or limited partnerships, (ii) in Section 9
with respect to additional Pledgors, (iii) in Section 21 with respect to the release of Pledgors
and Companies, and (iv) Section 8.1 of the Security Agreement with respect to reflecting the
incurrence of Additional Secured Obligations (as defined in the Security Agreement) and the
granting of Additional Pari Passu Liens (as defined in the Security Agreement), this Agreement may
not be amended or supplemented except by a writing signed by the Collateral Agent and the Pledgors.




21. Automatic Release of Related Collateral and Equity.



At any time after the initial execution and delivery of this Agreement to the Collateral
Agent, the Pledgors and their respective Pledged Collateral and the Companies and K. Hovnanian JV
Holdings, L.L.C. may be released from this Agreement in accordance with and pursuant to Section
11.04 of the Indenture. No notice of such release of any Pledgor or such Pledgor’s Pledged
Collateral shall be required to be given to any other Pledgor and each Pledgor hereby consents
thereto.




22. Counterparts; Telecopy Signatures.



This Agreement may be executed in any number of counterparts, and by different parties hereto
in separate counterparts, each of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute one and the same instrument. Each Pledgor acknowledges and
agrees that a telecopy or electronic (i.e., “e-mail” or “portable document folio” (“pdf”))
transmission to the Collateral Agent 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 Indenture apply to this
Agreement.




24. Collateral Agent Privileges, Powers and Immunities.



In the performance of its obligations, powers and rights hereunder, the Collateral Agent shall
be entitled to the privileges, powers and immunities afforded to it as Collateral Agent under the
Indenture. The Collateral Agent shall be entitled to refuse to take or refrain from taking any
discretionary action or exercise any discretionary powers set forth in this Agreement unless it has
received with respect thereto written direction of the Issuer or a majority of Noteholders in
accordance with the Indenture. Notwithstanding anything to the contrary contained herein, the
Collateral Agent shall have no responsibility for the creation, perfection, priority, sufficiency
or protection of any liens securing Secured Obligations (including, but not limited to, no
obligation to prepare, record, file, re-record or re-file any financing statement, continuation
statement or other instrument in any public office).



[SIGNATURE PAGES FOLLOW]



 


11









 





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.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Collateral Agent

 	 
	 	By:  	/s/ Patrick J. Healy
 	 
	 	 	Name:  	Patrick J. Healy 	 
	 	 	Title:  	Vice President 	 



 


 









 







	 	 	 	 	 
	 	Pledgors:

 	 
	 	K. HOVNANIAN ENTERPRISES, INC.

 	 
	 	By:  	/s/ David G. Valiaveedan
 	 
	 	 	Name:  	David G. Valiaveedan 	 
	 	 	Title:  	Vice President — Vice President 	 
	 
	 	HOVNANIAN ENTERPRISES, INC.

 	 
	 	By:  	/s/ David G. Valiaveedan
 	 
	 	 	Name:  	David G. Valiaveedan 	 
	 	 	Title:  	Vice President — Vice President 	 
	 
	 	ON BEHALF OF EACH OF THE ENTITIES
LISTED ON SCHEDULE A HERETO

 	 
	 	By:  	/s/ David G. Valiaveedan
 	 
	 	 	Name:  	David G. Valiaveedan 	 
	 	 	Title:  	Vice President — Vice President 	 



 


 









 






SCHEDULE A

TO

PLEDGE AGREEMENT




Auddie Enterprises, L.L.C.

Builder Services NJ, L.L.C.

Builder Services NY, L.L.C.

Builder Services PA, L.L.C.

Dulles Coppermine, L.L.C.

EASTERN TITLE AGENCY, INC.

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

Founders Title Agency of Maryland, L.L.C.

FOUNDERS TITLE AGENCY, INC.

Governor’s Abstract Co., Inc.

Homebuyers Financial Services, L.L.C.

HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.

Hovnanian Land Investment Group of California, L.L.C.

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

Hovnanian Land Investment Group of Georgia, L.L.C.

Hovnanian Land Investment Group of Maryland, L.L.C.

Hovnanian Land Investment Group of New Jersey, L.L.C.

Hovnanian Land Investment Group of North Carolina, L.L.C.

Hovnanian Land Investment Group of Pennsylvania, L.L.C.

Hovnanian Land Investment Group of Texas LLC

Hovnanian Land Investment Group of Virginia, L.L.C.

Hovnanian Land Investment Group, L.L.C.

K. H. San Marcos Conservancy Holdings, L.L.C.

K. HOV INTERNATIONAL, INC.

K. HOV IP, II, Inc.

K. HOV IP, INC.

K. Hovnanian Acquisitions, Inc.



 


 









 





K. Hovnanian at 4S, LLC

K. Hovnanian at Acqua Vista, LLC

K. Hovnanian at Aliso, LLC

K. Hovnanian at Allenberry, L.L.C.

K. Hovnanian at Allentown, L.L.C.

K. Hovnanian at Almond Estates, LLC

K. Hovnanian at Arbor Heights, LLC

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

K. Hovnanian at Bakersfield 463, L.L.C.

K. Hovnanian at Barnegat I, L.L.C.

K. Hovnanian at Barnegat II, L.L.C.

K. Hovnanian at Bella Lago, LLC

K. Hovnanian at Berkeley, L.L.C.

K. Hovnanian at Bernards IV, Inc.

K. Hovnanian at Bernards V, L.L.C.

K. Hovnanian at Blue Heron Pines, L.L.C.

K. HOVNANIAN AT BRANCHBURG III, INC.

K. Hovnanian at Bridgeport, Inc.

K. Hovnanian at Bridgewater I, L.L.C.

K. Hovnanian at Bridgewater VI, Inc.

K. Hovnanian at Broad and Walnut, L.L.C.

K. Hovnanian at Burlington III, Inc.

K. HOVNANIAN AT BURLINGTON, INC.

K. Hovnanian at Calabria, Inc.

K. Hovnanian at Camden I, L.L.C.

K. Hovnanian at Cameron Chase, Inc.

K. HOVNANIAN AT CAMP HILL, L.L.C.

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

K. Hovnanian at Carmel Del Mar, Inc.



 


 









 





K. Hovnanian at Carmel Village, LLC

K. Hovnanian at Castile, Inc.

K. Hovnanian at Cedar Grove III, L.L.C.

K. Hovnanian at Cedar Grove IV, L.L.C.

K. Hovnanian at Chaparral, Inc.

K. Hovnanian at Charter Way, LLC

K. Hovnanian at Chester I, L.L.C.

K. Hovnanian at Chesterfield, L.L.C.

K. Hovnanian at Cielo, L.L.C.

K. HOVNANIAN AT CLARKSTOWN, INC.

K. Hovnanian at Clifton II, L.L.C.

K. Hovnanian at Clifton, L.L.C.

K. Hovnanian at Coastline, L.L.C.

K. Hovnanian at Cortez Hill, LLC

K. Hovnanian at Cranbury, L.L.C.

K. Hovnanian at Crestline, Inc.

K. Hovnanian at Curries Woods, L.L.C.

K. Hovnanian at Denville, L.L.C.

K. Hovnanian at Deptford Township, L.L.C.

K. Hovnanian at Dominguez Hills, Inc.

K. Hovnanian at Dover, L.L.C.

K. Hovnanian at East Brandywine, L.L.C.

K. Hovnanian At East Whiteland I, Inc.

K. Hovnanian at Eastlake, LLC

K. Hovnanian at Edgewater II, L.L.C.

K. Hovnanian at Edgewater, L.L.C.

K. Hovnanian at Egg Harbor Township II, L.L.C.

K. Hovnanian at Egg Harbor Township, L.L.C.

K. Hovnanian at El Dorado Ranch II, L.L.C.



 


 









 





K. Hovnanian at El Dorado Ranch, L.L.C.

K. Hovnanian at Elk Township, L.L.C.

K. Hovnanian at Encinitas Ranch, LLC

K. Hovnanian at Evergreen, L.L.C.

K. Hovnanian at Ewing, L.L.C.

K. Hovnanian at Fiddyment Ranch, LLC

K. Hovnanian at Fifth Avenue, L.L.C.

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 FORKS TWP. I, L.L.C.

K. Hovnanian at Franklin, L.L.C.

K. Hovnanian at Freehold Township I, Inc.

K. Hovnanian at Freehold Township, L.L.C.

K. Hovnanian at Fresno, LLC

K. Hovnanian at Galloway, L.L.C.

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

K. Hovnanian at Great Notch, L.L.C.

K. Hovnanian at Gridley, LLC

K. Hovnanian at Guttenberg, L.L.C.

K. Hovnanian at Hackettstown II, L.L.C.

K. Hovnanian at Hackettstown, Inc.

K. Hovnanian at Hamburg Contractors, L.L.C.

K. Hovnanian at Hamburg, L.L.C.

K. Hovnanian at Hawthorne, L.L.C.

K. Hovnanian at Hazlet, L.L.C.

K. Hovnanian at Hershey’s Mill, Inc.

K. HOVNANIAN AT HIGHLAND SHORES, L.L.C.

K. Hovnanian at Highland Vineyards, Inc.



 


 









 





K. Hovnanian at Hilltop, L.L.C.

K. Hovnanian at Hopewell IV, Inc.

K. Hovnanian at Hopewell VI, Inc.

K. Hovnanian at Howell Township, Inc.

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

K. Hovnanian at Jackson I, L.L.C.

K. Hovnanian at Jackson, L.L.C.

K. Hovnanian at Jaeger Ranch, LLC

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 King Farm, L.L.C.

K. Hovnanian at Kings Grant I, Inc.

K. Hovnanian at La Costa Greens, L.L.C.

K. Hovnanian at La Costa, LLC

K. Hovnanian at La Habra Knolls, LLC

K. Hovnanian at La Laguna, L.L.C.

K. Hovnanian at La Terraza, Inc.

K. Hovnanian At Lafayette Estates, L.L.C.

K. Hovnanian at Lake Rancho Viejo, LLC

K. Hovnanian at Lake Ridge Crossing, L.L.C.

K. Hovnanian at Lake Terrapin, L.L.C.

K. Hovnanian at Lakewood, Inc.

K. Hovnanian at Landmark, LLC

K. Hovnanian at LaPaz, LLC

K. Hovnanian at Larkspur, LLC

K. Hovnanian at Lawrence V, L.L.C.

K. Hovnanian at Lee Square, L.L.C.

K. Hovnanian at Linwood, L.L.C.



 


 









 





K. Hovnanian at Little Egg Harbor Contractors, L.L.C.

K. Hovnanian at Little Egg Harbor III, L.L.C.

K. Hovnanian at Little Egg Harbor Township II, L.L.C.

K. Hovnanian at Little Egg Harbor, L.L.C

K. Hovnanian at Live Oak II, LLC

K. Hovnanian at Long Branch 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 Lower Saucon, Inc.

K. Hovnanian at Macungie, L.L.C.

K. HOVNANIAN AT MAHWAH II, INC.

K. Hovnanian at Mahwah VI, Inc.

K. Hovnanian at Mahwah VII, Inc.

K. Hovnanian at Malan Park, L.L.C.

K. Hovnanian at Manalapan III, L.L.C.

K. Hovnanian at Manalapan, Inc.

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 II, Inc.

K. Hovnanian at Marlboro Township III, Inc.

K. Hovnanian at Marlboro Township IV, Inc.

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.

K. Hovnanian at Marlboro VI, L.L.C.

K. Hovnanian at Marlboro VII, L.L.C.

K. Hovnanian at Matsu, L.L.C.

K. Hovnanian at Melanie Meadows, LLC

K. Hovnanian at Mendham Township, L.L.C.

K. Hovnanian at Menifee, LLC

K. Hovnanian at Middle Township II, L.L.C.

K. Hovnanian at Middle Township, 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 MONROE II, INC.

K. Hovnanian at Monroe III, L.L.C.

K. Hovnanian at Monroe IV, L.L.C.

K. Hovnanian at Monroe NJ, L.L.C.

K. Hovnanian at Montgomery I, Inc.

K. Hovnanian at Montvale, L.L.C.

K. Hovnanian at Mosaic, LLC

K. Hovnanian at Mt. Olive Township, L.L.C.

K. Hovnanian at Muirfield, LLC

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

K. Hovnanian at New Windsor, 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.

K. Hovnanian at North Wildwood, L.L.C.

K. Hovnanian at Northampton. L.L.C.

K. HOVNANIAN AT NORTHERN WESTCHESTER, INC.

K. Hovnanian at Northfield, L.L.C.

K. Hovnanian at Northlake, Inc.

K. Hovnanian at Ocean Township, Inc

K. HOVNANIAN AT OCEAN WALK, INC.

K. Hovnanian at Oceanport, L.L.C.

K. Hovnanian at Old Bridge, L.L.C.

K. Hovnanian at Olde Orchard, LLC

K. Hovnanian at Pacific Bluffs, LLC

K. Hovnanian at Paramus, L.L.C.

K. Hovnanian at Park Lane, LLC

K. Hovnanian at Parkside, LLC

K. Hovnanian at Parsippany-Troy Hills, L.L.C.

K. Hovnanian at Perkiomen I, Inc.

K. Hovnanian at Perkiomen II, Inc.

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 Piazza D’Oro, L.L.C.

K. Hovnanian at Piazza Serena, L.L.C

K. Hovnanian at Pittsgrove, L.L.C.

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.

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

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



 


 









 





K. Hovnanian at Prado, L.L.C.

K. Hovnanian at Rancho Cristianitos, Inc.

K. Hovnanian at Rancho Santa Margarita, LLC

K. Hovnanian at Randolph I, L.L.C.

K. HOVNANIAN AT RAPHO, L.L.C

K. Hovnanian at Readington II, L.L.C.

K. Hovnanian at Red Bank, L.L.C.

K. Hovnanian at Reservoir Ridge, Inc.

K. Hovnanian at Ridgemont, L.L.C.

K. Hovnanian at Ridgestone, L.L.C.

K. Hovnanian at Riverbend, LLC

K. Hovnanian at Rivercrest, LLC

K. Hovnanian at Roderuck, L.L.C.

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

K. Hovnanian at Rowland Heights, LLC

K. Hovnanian at Sage, L.L.C.

K. Hovnanian at San Sevaine, Inc.

K. Hovnanian at Santa Nella, LLC

K. Hovnanian at Saratoga, Inc.

K. Hovnanian at Sawmill, Inc.

K. Hovnanian at Sayreville, L.L.C.

K. HOVNANIAN AT SCOTCH PLAINS II, INC.

K. Hovnanian at Scotch Plains, L.L.C.

K. Hovnanian at Sierra Estates, LLC

K. Hovnanian at Silver Spring, L.L.C.

K. Hovnanian at Skye Isle, LLC

K. Hovnanian at Smithville III, L.L.C.

K. Hovnanian at Smithville, Inc.

K. Hovnanian at Somers Point, L.L.C.



 


 









 





K. Hovnanian at South Brunswick V, Inc.

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 Stone Canyon, Inc.

K. HOVNANIAN AT STONY POINT, INC.

K. Hovnanian at Sunsets, LLC

K. Hovnanian at Sycamore, Inc.

K. Hovnanian at Tannery Hill, Inc.

K. Hovnanian at Teaneck, L.L.C.

K. Hovnanian at The Bluff, Inc.

K. Hovnanian at The Crosby, LLC

K. Hovnanian at The Gables, LLC

K. Hovnanian at The Monarch, L.L.C.

K. Hovnanian at The Preserve, LLC

K. Hovnanian at Thompson Ranch, LLC

K. Hovnanian at Thornbury, Inc.

K. Hovnanian at Tierrasanta, Inc.

K. Hovnanian at Trail Ridge, LLC

K. Hovnanian at Trenton, L.L.C.

K. Hovnanian at Trovata, Inc.

K. Hovnanian at Union Township I, Inc.

K. Hovnanian at Union Township II, L.L.C.

K. Hovnanian at Upper Freehold Township I, Inc.

K. Hovnanian at Upper Freehold Township II, L.L.C.

K. Hovnanian at Upper Freehold Township III, L.L.C.

K. Hovnanian at Upper Makefield I, Inc.

K. Hovnanian at Upper Uwchlan II, L.L.C.

K. Hovnanian at Upper Uwchlan, L.L.C.



 


 









 





K. Hovnanian at Vail Ranch, Inc.

K. Hovnanian at Valle Del Sol, LLC

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

K. Hovnanian at Victorville, L.L.C.

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

K. Hovnanian at Vista Del Sol, L.L.C.

K. Hovnanian at Wall Township VI, Inc.

K. Hovnanian at Wall Township VIII, Inc.

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 WASHINGTONVILLE, INC.

K. Hovnanian at Wayne III, Inc.

K. Hovnanian at Wayne IX, L.L.C.

K. Hovnanian at Wayne V, Inc.

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

K. Hovnanian at West Bradford, L.L.C.

K. Hovnanian at West Milford, L.L.C.

K. Hovnanian at West View Estates, L.L.C.

K. Hovnanian at West Windsor, L.L.C.

K. Hovnanian at Westshore, LLC

K. Hovnanian at Wheeler Ranch, LLC

K. Hovnanian at Wildrose, Inc.

K. Hovnanian at Wildwood Bayside, L.L.C.

K. Hovnanian at Willow Brook, L.L.C.

K. HOVNANIAN AT WINCHESTER, LLC

K. Hovnanian at Woodcreek West, LLC

K. Hovnanian at Woodhill Estates, L.L.C.

K. Hovnanian at Woolwich I, L.L.C.



 


 









 





K. Hovnanian Cambridge Homes, L.L.C.

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

K. Hovnanian Classics CIP, L.L.C.

K. Hovnanian Classics, L.L.C.

K. Hovnanian Communities, Inc.

K. Hovnanian Companies Metro D.C. North, L.L.C.

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 Companies, LLC

K. Hovnanian Connecticut Acquisitions, L.L.C.

K. Hovnanian Construction II, Inc.

K. Hovnanian Construction III, Inc.

K. Hovnanian Construction Management, Inc.

K. Hovnanian CraftBuilt Homes of South Carolina, L.L.C.

K. Hovnanian Delaware Acquisitions, L.L.C.

K. HOVNANIAN DEVELOPMENTS OF ARIZONA, INC.

K. Hovnanian Developments of California, Inc.

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 Virginia, Inc.

K. Hovnanian Developments of West Virginia, Inc.

K. Hovnanian Eastern Pennsylvania, L.L.C.

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

K. Hovnanian Florida Realty, L.L.C.

K. Hovnanian Forecast Homes Northern, Inc.

K. Hovnanian Four Seasons @ Historic Virginia, LLC

K. Hovnanian Four Seasons at Gold Hill, LLC

K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, LLC

K. HOVNANIAN GREAT WESTERN HOMES, LLC

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

K. Hovnanian Homes — DFW, L.L.C.

K. Hovnanian Homes at Cameron Station, LLC

K. Hovnanian Homes at Camp Springs, L.L.C.

K. Hovnanian Homes at Fairwood, L.L.C.

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 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 PAYNE STREET, L.L.C.

K. Hovnanian Homes at Primera, L.L.C.

K. Hovnanian Homes at Renaissance Plaza, L.L.C.

K. Hovnanian Homes at Russett, L.L.C.

K. Hovnanian Homes of D.C., L.L.C.

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

K. Hovnanian Homes of Georgia, L.L.C.

K. Hovnanian Homes of Houston, L.L.C.

K. Hovnanian Homes of Indiana, L.L.C.

K. Hovnanian Homes of Maryland, L.L.C.

K. Hovnanian Homes of Minnesota, L.L.C.

K. HOVNANIAN HOMES OF NORTH CAROLINA, INC.

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

K. Hovnanian Homes of South Carolina, LLC

K. Hovnanian Homes of Virginia, Inc.

K. Hovnanian Homes of West Virginia, L.L.C.

K. Hovnanian North Central Acquisitions, L.L.C.

K. Hovnanian North Jersey Acquisitions, L.L.C.

K. Hovnanian Northeast Services, L.L.C.

K. Hovnanian of Houston II, L.L.C.

K. Hovnanian Ohio Realty, L.L.C.

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

K. Hovnanian PA Real Estate, Inc.

K. Hovnanian Pennsylvania Acquisitions, L.L.C.

K. Hovnanian Port Imperial Urban Renewal, Inc.

K. Hovnanian Properties of Red Bank, Inc.



 


 









 





K. Hovnanian Shore Acquisitions, L.L.C.

K. Hovnanian South Jersey Acquisitions, L.L.C.

K. Hovnanian Southern New Jersey, L.L.C.

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

K. Hovnanian Summit Holdings, L.L.C.

K. Hovnanian Summit Homes of Kentucky, L.L.C.

K. Hovnanian Summit Homes of Michigan, L.L.C.

K. Hovnanian Summit Homes of Pennsylvania, L.L.C.

K. Hovnanian Summit Homes of West Virginia, L.L.C.

K. Hovnanian Summit Homes, L.L.C.

K. Hovnanian T&C Homes at Florida, L.L.C.

K. Hovnanian T&C Homes at Illinois, L.L.C.

K. Hovnanian T&C Homes at Minnesota, L.L.C.

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

K. Hovnanian T&C Management Co., L.L.C.

K. Hovnanian Venture I, L.L.C.

K. HOVNANIAN WINDWARD HOMES, LLC

K. Hovnanian’s Four Seasons at Ashburn Village, L.L.C.

K. Hovnanian’s Four Seasons at Bailey’s Glenn, L.L.C.

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

K. Hovnanian’s Four Seasons at Beaumont, LLC

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 Hamptonburgh, L.L.C.

K. Hovnanian’s Four Seasons at Hemet, LLC

K. Hovnanian’s Four Seasons at Huntfield,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 Los Banos, LLC

K. Hovnanian’s Four Seasons at Moreno Valley, L.L.C.

K. Hovnanian’s Four Seasons at New Kent Vineyards, L.L.C.

K. Hovnanian’s Four Seasons at Palm Springs, LLC

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

K. Hovnanian’s Four Seasons at Rush Creek, L.L.C.

K. Hovnanian’s Four Seasons at St. Margarets Landing, L.L.C.

K. Hovnanian’s Four Seasons at Vint Hill, L.L.C.

K. Hovnanian’s Four Seasons at Westshore, LLC

K. Hovnanian’s Four Seasons, LLC

K. Hovnanian’s Parkside at Towngate, L.L.C.

K. Hovnanian’s Private Home Portfolio, L.L.C.

KHIP, L.L.C.

LANDARAMA, INC.

M & M at Long Branch, Inc

M&M at Chesterfield, LLC

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 MORRISTOWN, 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 Station Square, L.L.C.

M&M at Tamarack Hollow, L.L.C.

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

M&M at West Orange, L.L.C.

M&M at Wheatena Urban Renewal, L.L.C.

M&M INVESTMENTS, L.P.



 


 









 





Matzel & Mumford at Egg Harbor, L.L.C.

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

Matzel & Mumford at South Bound Brook Urban Renewal, L.L.C.

MCNJ, Inc.

Midwest Building Products & Contractor Services of Kentucky, L.L.C.

Midwest Building Products & Contractor Services of Michigan, L.L.C.

Midwest Building Products & Contractor Services of Pennsylvania, L.L.C.

Midwest Building Products & Contractor Services of West Virginia, L.L.C.

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

MMIP, L.L.C.

Natomas Central Neighborhood Housing, L.L.C.

New Land Title Agency, L.L.C.

PADDOCKS, L.L.C.

PARK TITLE COMPANY, LLC

Pine Ayr, LLC

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

Ridgemore Utility, L.L.C.

SEABROOK ACCUMULATION CORPORATION

STONEBROOK HOMES, INC.

Terrapin Realty, L.L.C.

The Matzel & Mumford Organization, Inc.

Washington Homes at Columbia Town Center, L.L.C.

Washington Homes, Inc.

Westminster Homes of Alabama, L.L.C.

Westminster Homes of Mississippi, LLC

Westminster Homes of Tennessee, Inc.

WESTMINSTER HOMES, INC.

WH LAND I, INC.

WH PROPERTIES, INC.



 


 









 





WH/PR Land Company, L.L.C.

Woodland Lake Condominiums at Bowie New Town, L.L.C.



 


 









 





SCHEDULE B

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.
	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.
	LLC

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

PA
	 	

K. Hovnanian at Perkiomen II, Inc.
	LLC

	 	K. HOVNANIAN GREAT WESTERN
BUILDING COMPANY, LLC
	 	AZ
	 	K. Hovnanian Developments of
Arizona, Inc.
	LLC

	 	K. HOVNANIAN GREAT WESTERN
HOMES, L.L.C.
	 	AZ
	 	K. Hovnanian Developments of
Arizona, Inc.
	LLC

	 	K. HOVNANIAN HOLDINGS NJ, LLC
	 	NJ
	 	K. Hovnanian Developments of New
Jersey, Inc.
	LLC

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

NJ
	 	

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

	 	K. HOVNANIAN OHIO REALTY,
L.L.C.
	 	OH
	 	K. Hovnanian Developments of
Ohio, Inc.
	LLC

	 	K. HOVNANIAN PENNSYLVANIA
ACQUISITIONS, L.L.C.
	 	PA
	 	K. Hovnanian Companies of
Pennsylvania, Inc.
	LLC

	 	K. HOVNANIAN SUMMIT HOMES OF
MICHIGAN, L.L.C
	 	MI
	 	K. Hovnanian Developments of
Michigan, Inc.
	LLC

	 	K. HOVNANIAN SUMMIT HOMES OF
WEST VIRGINIA, L.L.C.
	 	WV
	 	K. Hovnanian Developments of West
Virginia, Inc.
	LLC

	 	K. HOVNANIAN SUMMIT HOMES,
L.L.C.
	 	OH
	 	K. Hovnanian Developments of
Ohio, Inc.
	LLC

	 	K. HOVNANIAN T&C HOMES AT
MINNESOTA, L.L.C.
	 	MN
	 	K. Hovnanian Developments of
Minnesota, Inc.
	LLC

	 	M&M AT CHESTERFIELD, LLC
	 	NJ
	 	The Matzel & Mumford
Organization, Inc.
	LLC

	 	M&M AT TAMARACK HOLLOW, L.L.C.
	 	NJ
	 	M&M Investments, L.P.








 


 









 







SCHEDULE C




Actions to Perfect





	1.	 	With respect to each Pledgor organized under the laws of the state of Alabama as identified
on Schedule 1.1(C) of the 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) of the Security Agreement, the filing of a Uniform Commercial Code
Financing




 


 









 











Statement that reasonably identifies the Pledged Collateral with the Kentucky Secretary of
State.




	12.	 	With respect to each Pledgor organized under the laws of the state of Maryland as identified
on Schedule 1.1(C) of the 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) 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 1.1(C) of the Security Agreement, the filing of a Uniform Commercial Code Financing
Statement that




 


 









 











reasonably identifies the Pledged Collateral with the Texas Secretary of State.




	24.	 	With respect to each Pledgor organized under the laws of the state of Virginia as identified
on Schedule 1.1(C) of the 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 1.1(C) 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 Collateral 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.