set forth in the
Security Agreement and the Pledge Agreement is true and correct as to New
Grantor on and as of the date hereof as if made on and as of the date hereof by
New Grantor.
New Grantor hereby makes, affirms, and ratifies in favor of the Secured Parties
and the Agent, the Security Agreement, the Pledge Agreement and each of the
other Loan Documents given by the Grantors to the Agent. In furtherance of the
foregoing, New Grantor shall execute and deliver or cause to be executed and
delivered at any time and from time to time such further instruments and
documents and do or cause to be done such further acts as may be reasonably
necessary to carry out more effectively the provisions and purposes of this
Joinder Agreement (including, for the avoidance of doubt, the actions described
in Section 10.04 of the Credit Agreement).
New Grantor has attached hereto Schedule 1 that supplements Schedules 1(a),
2(b), 2(c), 4, 5(a), and 5(b) to the Perfection Certificate and certifies, as of
the date hereof, that the supplemental information set forth therein has been
prepared by the New Grantor in substantially the form of the equivalent
Schedules to the Perfection Certificate, and is complete and correct in all
material respects.
IN WITNESS WHEREOF, the New Grantor has duly executed this Joinder Agreement and
delivered the same to the Agent for the benefit of the Secured Parties, as of
the date and year first written above.
[NAME OF NEW GRANTOR]
By:____________________________
Title:__________________________
Schedule 13
3 Schedules 1(a), 2(b), 2(c), 4, 5(a) and 5(b) of the Perfection Certificate to
be updated as necessary.
EXHIBIT C
FORM OF PERFECTION CERTIFICATE
[Please see attached.]
EXHIBIT J-2
Form of PLEDGE AGREEMENT
[See attached.]
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of [] (as restated, amended, modified or
supplemented from time to time, the "Agreement"), is given by K. HOVNANIAN
ENTERPRISES, INC., a California corporation (the "Borrower"), HOVNANIAN
ENTERPRISES, INC., a Delaware corporation ("Holdings"), 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 Borrower and Holdings, 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, NATIONAL
ASSOCIATION, as Administrative Agent in its capacity as collateral agent (in
such capacity, the "Agent"), for the benefit of itself and the Lenders.
WHEREAS, the Borrower, Holdings, and each of the other Pledgors have entered
into the Credit Agreement dated as of [] (as amended, supplemented, amended and
restated or otherwise modified from time to time, the "Credit Agreement") with
Wilmington Trust, National Association, as Administrative Agent, and the Lenders
from time to time party thereto;
WHEREAS, the Borrower, Holdings, the Guarantors party thereto, Wilmington Trust,
National Association, in its capacity as Senior Credit Agreement Administrative
Agent (as