Exhibit 10.7


 


INTERCREDITOR AGREEMENT


 


This INTERCREDITOR AGREEMENT, dated as of May 27,
2008, and entered into by and among HOVNANIAN ENTERPRISES, INC., K. HOVNANIAN
ENTERPRISES,  each other Grantor (as  defined below) from time to time party
hereto, PNC Bank, National Association, as administrative agent (as of the date
hereof includes the role of collateral agent) under the Senior Lender Documents
(in such capacity(ies), together with any successor or assigns, the “First-Lien
Administrative Agent” or “Senior Credit Agent”), Wilmington Trust
Company, in its capacity as collateral agent for the Mortgage Tax
Collateral  (as defined below)(together
with its successor and assigns, the “Mortgage Tax Collateral Agent”),
the Trustee (as defined below), and Deutsche Bank National Trust Company, in
its capacity as collateral agent under the Noteholder Collateral Documents (as
defined below)(together with its successors and assigns, the “Noteholder
Collateral Agent”).


 


RECITALS


 


WHEREAS, the Company (as defined below), Hovnanian (as defined below),
certain lenders, and PNC Bank, National Association, as administrative agent,
are parties to that certain Credit Agreement (as defined below);


 


WHEREAS, the Obligations (as
defined below) of the Company under the Credit Agreement are or will be secured
by various assets of the Company, Hovnanian and certain of their Subsidiaries
and by various assets of certain Subsidiaries formed or acquired in the future;


 


WHEREAS, the Company, Hovnanian
and certain of their Subsidiaries and the Trustee have entered into the
Indenture dated as of May 27, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Indenture”), pursuant to which the
Notes shall be governed and the obligations under which shall be secured by various
assets of the Grantors (as defined below); and


 


WHEREAS, the parties hereto
desire to order the priorities of their respective Liens (as defined below) on
the assets of the Grantors and address other related matters set forth below;


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants and obligations herein set
forth and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:


 


Section 1.              (a)  Definitions.  As used in this Agreement, the definitions
set forth above are incorporated herein and the following terms have the
meanings specified below:


 


“Additional Mortgaged
Collateral” has the meaning set forth in the Credit Agreement.


 

















 


 “Agreement” means this Intercreditor
Agreement, as amended, renewed, extended, supplemented or otherwise modified
from time to time in accordance with the terms hereof.


 


“Bankruptcy Code” means Title 11 of the United States Code.


 


“Bankruptcy Law” means the Bankruptcy Code and any similar
Federal, state or foreign law for the relief of debtors.


 


“Business Day” means any day other than a Saturday, a Sunday
or a day that is a legal holiday under the laws of the State of New York or on
which banking institutions in the State of New York or the Commonwealth of
Pennsylvania are required or authorized by law or other governmental action to
close.


 


 “Common
Collateral” means all of the assets of any Grantor, whether real,
personal or mixed, constituting both Senior Lender Collateral and Noteholder
Collateral.


 


“Company” means K.
Hovnanian Enterprises, Inc., a corporation organized and existing under
the laws of the State of California and wholly-owned by Hovnanian.


 


“Comparable Noteholder Collateral Document” means, in
relation to any Common Collateral subject to any Lien created under any Senior
Collateral Document, that Noteholder Collateral Document that creates a Lien on
the same Common Collateral, granted by the same Grantor.


 


“Credit Agreement” means
that Seventh Amended and Restated Credit Agreement, dated as of March 7,
2008, and amended pursuant to Amendment No. 1 to Seventh Amended and
Restated Credit Agreement, dated as of May 16, 2008, among Hovnanian, the
Company, PNC Bank, National Association, as administrative agent, and a
syndicate of lenders, as may be amended, restated, supplemented, renewed,
modified, refunded, replaced, revised, restructured or refinanced in whole or
in part from time to time, provided that the stated principal amount thereof
shall not be increased beyond the limit set forth in the Indenture (as in
effect on the date hereof) and if at any time a Discharge of Senior Lender
Claims occurs with respect to the Credit Agreement, then,  the term “Credit Agreement” shall mean the
Future First-Lien Indebtedness designated by the Company.


 


 “Deposit Account” has the meaning set
forth in the Uniform Commercial Code.


 


“Deposit Account Collateral”
means that part of the Common Collateral comprised of Deposit Accounts, Financial
Assets and Investment Property.


 


“DIP Financing” has the
meaning set forth in Section 6.1.


 


“Discharge of Senior Lender Claims” means payment in full in
cash of (a) all Obligations in respect of all outstanding First-Lien
Indebtedness or, with respect to letters of credit outstanding thereunder,
delivery of cash collateral in an amount equal to one hundred five Percent
(105%) of the outstanding letters of credit, as applicable, and  termination of all commitments to extend
credit thereunder and (b) any other Senior Lender Claims that are due 


 


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and payable or
otherwise accrued and owing at or prior to the time such principal and interest
are paid, excluding, in any case, Unasserted Contingent  Obligations.


 


“Financial Assets” has
the meaning set forth in the Uniform Commercial Code.


 


“First-Lien Administrative
Agent” has the meaning set forth in the recitals.


 


“First-Lien Indebtedness”
means Indebtedness incurred pursuant to the Credit Agreement, and all renewals,
extensions refundings, restructurings, replacements and refinancings
thereof, in an aggregate principal amount not to exceed  $300,000,000 plus up to an additional $25,000,000 of
Indebtedness and other Obligations permitted pursuant to clause (i)(b)(ii) of
the definition of Permitted Liens in the Indenture as of the date hereof, plus
interest, advances reasonably necessary to preserve the value of the Common
Collateral or to protect the Common Collateral, costs and fees, including legal
fees, to the extent authorized under the Senior Collateral Documents or UCC
§ 9-607(d).


 


“Future First-Lien
Indebtedness” means any First-Lien Indebtedness other than Indebtedness
that is incurred pursuant to the Credit Agreement that is designated by the
Company as Future First-Lien Indebtedness and as a “Credit Facility” under the
Indenture and which is permitted to be secured by a first lien on the Common
Collateral for purposes of the Indenture or any other Noteholder Document.


 


“Grantors” means the Company, Hovnanian and each of its
Subsidiaries that has or will have executed and delivered a Noteholder
Collateral Document or a Senior Collateral Document.


 


“Hedging Obligations” means, with respect to any Person, all
obligations and liabilities of such Person in respect of (a) interest rate
or currency swap agreements, interest rate or currency cap agreements, interest
rate or currency collar agreements or (b) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates and/or
currency exchange rates.


 


“Hovnanian” means
Hovnanian Enterprises, Inc., a Delaware corporation.


 


“Indebtedness” means and includes all obligations that
constitute “Indebtedness” within the definition of  “Indebtedness” set forth in the  Credit Agreement.


 


“Indenture” has the meaning set forth in the recitals hereto.


 


“Initial Mortgaged Collateral” has the meaning set forth in
the Credit Agreement.


 


“Insolvency or Liquidation Proceeding” means (a) any
voluntary or involuntary case or proceeding under any Bankruptcy Law with
respect to any Grantor as a debtor, (b) any other voluntary or involuntary
insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
with respect to any Grantor or with respect to any material part of their
respective assets, (c) any liquidation, dissolution, reorganization or
winding up of any Grantor whether voluntary or involuntary and 


 


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whether or not
involving insolvency or bankruptcy or (d) any assignment for the benefit
of creditors or any other marshalling of assets and liabilities of any Grantor.


 


“Investment Property”
has the meaning set forth in the Uniform Commercial Code.


 


“Lien” means, with
respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset.


 


“Mortgage Tax Collateral”
has the meaning set forth in Section 5.7(a).


 


“Mortgage Tax Collateral Agent”
has the meaning set forth in the recitals.


 


“Mortgage Tax States”
means the states of Florida, Maryland, Washington, D.C., Minnesota, Virginia,
New York and Georgia,
and any other state(s) identified to the Mortgage Tax Collateral
Agent by the  Company and the First-Lien
Administrative Agent which requires a significant payment of mortgage recording
taxes or other fees or taxes of a comparable nature and magnitude as that of
any of the foregoing Mortgage Tax States.


 


 “Noteholder Claims” means all Indebtedness
incurred pursuant to the Indenture and all Obligations with respect thereto.


 


 “Noteholder
Collateral” means all of the assets of any Grantor, whether real,
personal or mixed, with respect to which a Lien is granted as security for any
Noteholder Claim.


 


“Noteholder Collateral Agent”
has the meaning set forth in the recitals.


 


“Noteholder Collateral Documents” means any agreement,
document or instrument pursuant to which a Lien is granted by any Grantor to
secure any Noteholder Claims or under which rights or remedies with respect to
any such Lien are governed as the same may be amended, restated or otherwise
modified from time to time as permitted by this Agreement.


 


“Noteholder Documents” means collectively (a) the
Indenture, the Notes, 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 Obligations thereunder as the same may be amended, restated or otherwise
modified from time to time.


 


“Noteholder Mortgage” means any mortgage, deed of trust or
similar instrument made by any Grantor in favor of the Trustee.


 


 “Noteholder
Pledge Agreement” means the Pledge Agreement, dated as of May 27,
2008, among the Company, certain other Grantors and the Trustee.


 


“Noteholder Security Agreement” means the Security Agreement,
dated as of May 27, 2008, among the Company, the other Grantors and the
Trustee.


 


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“Noteholders”
means the Persons holding Noteholder Claims, including the Trustee.


 


“Notes” means the $600 million principal amount of 11 and 1/2%
Senior Second-Lien Secured Notes due 2013 to be issued by the Company pursuant
to the Indenture.


 


 “Obligations”
means, with respect to any Indebtedness, any and all obligations with respect
to the payment of (a) any principal of or interest (including interest
accruing on or after the commencement of any Insolvency or Liquidation
Proceeding, whether or not a claim for post-filing interest is allowed in such
proceeding) or premium on any Indebtedness, including any reimbursement
obligation in respect of any letter of credit, (b) any fees,
indemnification obligations, expense reimbursement obligations or other
liabilities payable under the documentation governing such Indebtedness, (c) any
obligation to post cash collateral in respect of letters of credit and any
other obligations and/or (d) Hedging Obligations in connection with such
Indebtedness.


 


“Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, entity or other party, including any
government and any political subdivision, agency or instrumentality thereof.


 


“Pledged Collateral” means (a) the Common Collateral in
the possession or control of the Senior Credit Agent (or its agents or
bailees), to the extent that possession or control thereof is necessary to
perfect a Lien thereon under the Uniform Commercial Code and (b) the
“Pledged Collateral” under, and as defined in, the Noteholder Pledge Agreement
that is Common Collateral.


 


“Proceeds” means  the following property (a) whatever is
acquired upon the sale, lease, license, exchange or other disposition of Common
Collateral, whether such sale, lease, license or other disposition is made by
or on behalf of a Grantor, the First-Lien Administrative Agent, the Senior
Credit Agent, the Noteholder Collateral Agent, the Trustee or any other person,
(b) whatever is collected on, or distributed on account of, Common
Collateral, (c) rights arising out of the loss, nonconformity, or
interference with the use of, defects or infringements of rights in, or damage
to, the Common Collateral, (d) rights arising out of the Common
Collateral, or (e) to the extent of the value of the Common Collateral,
and to the extent payable to the debtor or the secured party, insurance payable
by reason of the loss or nonconformity of, defects or infringement of rights
in, or damage to, the Common Collateral


 


“Recovery” has the meaning set forth in Section 6.5.


 


“Required Lenders” means, with respect to any Senior Credit
Agreement, those Senior Lenders the approval of which is required to approve an
amendment or modification of, termination or waiver of any provision of or
consent or departure from the Senior Credit Agreement (or would be required to
effect such consent under this Agreement if such consent were treated as an
amendment of the Senior Credit Agreement).


 


“Security Documents” means, collectively, the Noteholder
Collateral Documents and the Senior Lender Collateral Documents.


 


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“Senior Credit Agent”
has the meaning set forth in the recitals.


 


“Senior Credit Agreement”
means the Credit Agreement and any other agreement governing First-Lien
Indebtedness.


 


“Senior Collateral Documents” means any agreement, document
or instrument pursuant to which a Lien is granted securing any Senior Lender
Claims or under which rights or remedies with respect to such Liens are
governed as the same may be amended, restated or otherwise modified from time
to time.


 


“Senior Lender Claims” means all First-Lien Indebtedness
outstanding including any Future First-Lien Indebtedness, and all Obligations
in respect thereto.  Senior Lender Claims
shall include all interest and expenses accrued or accruing (or that would,
absent the commencement of an Insolvency or Liquidation Proceeding, accrue)
after the commencement of an Insolvency or Liquidation Proceeding in accordance
with and at the rate specified in the relevant Senior Lender Document whether
or not the claim for such interest or expenses is allowed as a claim in such
Insolvency or Liquidation Proceeding.


 


“Senior Lender Collateral” means all of the assets of any
Grantor, whether real, personal or mixed, with respect to which a Lien is
granted as security for any Senior Lender Claim.


 


“Senior Lender Documents” means the Senior Credit Agreement,
the Senior Collateral Documents, and each of the other agreements, documents
and instruments (including each agreement, document or instrument providing for
or evidencing a Senior Lender Hedging Obligation,  providing for or evidencing any other
Obligation under the Credit Agreement and any other related document or instrument
executed or delivered pursuant to any Senior Lender Document at any time or
otherwise evidencing any Indebtedness arising under any Senior Lender Document.


 


“Senior Lender Hedging Obligations” means any Hedging
Obligations secured by any Common Collateral under the Senior Collateral Documents.


 


“Senior Lender Liens” means the Liens securing the Senior
Lender Claims.


 


“Senior Lenders” means the Persons holding Senior Lender
Claims, including the First-Lien Administrative Agent.


 


“Subsidiary” means any
“Subsidiary” of Hovnanian as defined in the Senior Credit Agreement.


 


“Third-Lien Creditors”
means the Persons holding the Third-Lien Obligations.


 


“Third-Lien Obligations”
means all Indebtedness and other Obligations in respect thereof secured by
Common Collateral other than the Senior Lender Claims and the Noteholder Claims
permitted under the Senior Lender Documents, the Noteholder Documents and this
Agreement.


 


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“Trustee” means Deutsche
Bank National Trust Company, in its capacity as trustee under the Indenture,
and its permitted successors and assigns.


 


“Unasserted Contingent
Obligations” means at any time, Obligations for taxes, costs,
indemnifications, reimbursements, damages and other liabilities (except for (i) the
principal of and interest and premium (if any) on, and fees relating to, any
Indebtedness and (ii) contingent reimbursement obligations in respect of
amounts that may be drawn under letters of credit) in respect of which no claim
or demand for payment has been made (or, in the case of Obligations for
indemnification, no notice for indemnification has been issued by the
indemnitee) at such time.


 


“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as from time
to time in effect in the State of New York.


 


(b)             Terms Generally. 
The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. 
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. 
The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”. 
The word “will” shall be construed to have the same meaning and effect
as the word “shall”.  Unless the context
requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified in accordance with this Agreement, (b) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all
references herein to Sections shall be construed to refer to Sections of this
Agreement and (e) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights.


 


Section 2.              Lien
Priorities.


 


2.1           Subordination.  Notwithstanding the date, time, manner or
order of filing or recordation of any document or instrument or grant, attachment
or perfection of any Liens granted to the Trustee or the Noteholders on the
Common Collateral or of any Liens granted to First-Lien Administrative Agent,
the Senior Credit Agent or the Senior Lenders on the Common Collateral and
notwithstanding any provision of the UCC, or any applicable law or the
Noteholder Documents or the Senior Lender Documents or any other circumstance
whatsoever (including any non-perfection of any Lien purporting to secure the
First-Lien Indebtedness and/or the Noteholder Claims, for example,  the circumstance of non-perfection of the
Lien purporting to secure the Senior Lender Claims and perfection of the Lien
purporting to secure the Noteholder Claims), the Trustee, the Noteholder Collateral
Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the
Noteholders, hereby agree that:  (a) any
Lien on the Common Collateral securing any Senior Lender Claims now or
hereafter held by or on behalf of the First-Lien Administrative Agent, the
Senior Credit Agent, the Mortgage Tax 


 


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Collateral Agent or any Senior Lenders or any
agent or trustee therefor regardless of how acquired, whether by grant,
statute, operation of law, subrogation or otherwise, shall have priority over
and be senior in all respects and prior to any Lien on the Common Collateral
securing any of the Noteholder Claims and (b) any Lien on the Common
Collateral securing any Noteholder Claims now or hereafter held by or on behalf
of the Trustee, the Noteholder Collateral Agent, the Mortgage Tax Collateral
Agent or any Noteholders or any agent or trustee therefor regardless of how
acquired, whether by grant, statute, operation of law, subrogation or
otherwise, shall be junior and subordinate in all respects to all Liens on the
Common Collateral securing any Senior Lender Claims.  All Liens on the Common Collateral securing
any Senior Lender Claims shall be and remain senior in all respects and prior
to all Liens on the Common Collateral securing any Noteholder Claims for all
purposes, whether or not such Liens securing any Senior Lender Claims are
subordinated to any Lien securing any other obligation of the Company, any
other Grantor or any other Person.


 


2.2           Prohibition on
Contesting Liens.  Each of the Trustee, the Noteholder
Collateral Agent and the Mortgage Tax Collateral Agent for itself and on behalf
of each Noteholder, and each of the First-Lien Administrative Agent, the
Mortgage Tax Collateral Agent and the Senior Credit Agent, for itself and on behalf
of each Senior Lender, agrees that it shall not (and hereby waives any right
to) contest or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the perfection, priority,
validity or enforceability of (a) a Lien securing any Senior Lender Claims
held by or on behalf of any of the Senior Lenders in the Common Collateral or (b) a
Lien securing any Noteholder Claims held by or on behalf of any of the
Noteholders in the Common Collateral, as the case may be; provided that
nothing in this Agreement shall be construed to prevent or impair the rights of
the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent, the
Senior Credit Agent or any Senior Lender to enforce this Agreement, including
the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1
and 3.1.


 


2.3           No New Liens.  So long as the Discharge of Senior Lender
Claims has not occurred, the parties hereto agree that, after the date hereof,
if the Trustee and/or the Noteholder Collateral Agent shall hold any Lien on
any assets of the Company or any other Grantor securing any Noteholder Claims
that are not also subject to the first-priority Lien in respect of the Senior
Lender Claims under the Senior Lender Documents, the Trustee and/or the
Noteholder Collateral Agent, upon demand by the First-Lien Administrative
Agent,  Senior Credit Agent or the
Company, will assign such Lien to the Senior Credit Agent or the Mortgage Tax
Collateral Agent as the case may be as security for the Senior Lender Claims
(in which case the Trustee may retain a junior lien on such assets subject to
the terms hereof).


 


2.4           Perfection of Liens.  Except as provided in Section 5.5 and
5.8, none of the First-Lien Administrative Agent or the Senior Credit Agent,
the Mortgage Tax Collateral Agent nor the Senior Lenders shall be responsible
for perfecting and maintaining the perfection of Liens with respect to the
Common Collateral for the benefit of the Trustee, the Noteholder Collateral Agent
and the Noteholders.  The provisions of
this Intercreditor Agreement are intended solely to govern the respective Lien
priorities as between the respective Senior Lenders and the Noteholders and
shall not impose on the First-Lien Administrative Agent, the Senior Credit
Agent, the Trustee, the Mortgage Tax Collateral Agent, the Noteholder
Collateral Agent, the Noteholders or the Senior Lenders any obligations in
respect of the disposition of Proceeds of 


 


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any Common Collateral which would conflict
with prior perfected claims therein in favor of any other Person or any order
or decree of any court or governmental authority or any applicable law.


 


2.5           Third-Lien
Obligations.  Each of the
Trustee, the Noteholder Collateral Agent and the Mortgage Tax Collateral Agent,
on behalf of themselves and the Noteholders, and the First-Lien Administrative
Agent, the Senior Credit Agent and the Mortgage Tax Collateral Agent, for
itself and on behalf of each of the Senior Lenders, authorizes the Company to
incur Third-Lien Obligations in an amount of no more than $700,000,000 so long
as (i) the Third-Lien Obligations are properly documented upon terms and
conditions satisfying the terms of the Senior Credit Agreement and the
Indenture; and (ii) the Liens in favor of each Third-Lien Creditor with
respect to the Common Collateral are subordinated to the rights of Senior
Lenders and the Noteholders such that each Third-Lien Creditor will be treated
with regard to the Noteholders in a manner substantially the same as the manner
in which the Noteholders are treated hereunder with respect to the Senior
Lenders pursuant to an intercreditor agreement, in form and substance similar
to this Agreement or as otherwise reasonably satisfactory to the First-Lien
Administrative Agent and the Trustee, to be entered into by and between the
Trustee for the Noteholders, and the Noteholder Collateral Agent, the
First-Lien Administrative Agent for the Senior Lenders, the Senior Credit Agent
and the Mortgage Tax Collateral Agent and the Third-Lien Creditors and/or their
agent contemporaneously with the execution of any document(s) creating the
Third-Lien Obligations.


 


2.6           Recording
of Liens.  Each of the
Trustee, the Noteholder Collateral Agent, and the Noteholders agree that until
the prior Lien of the Senior Lenders on any Common Collateral has been recorded
or otherwise perfected, each will take commercially reasonable efforts not to
file or to otherwise perfect a Lien against such Common Collateral.  If, notwithstanding the preceding sentence,
the Trustee, the Noteholder Collateral Agent and the Noteholders have recorded
or otherwise perfected a Lien prior to recording or other perfection of the
Lien of the Senior Lenders on any Common Collateral, upon written request of
the First-Lien Administrative Agent, they and each of them will record a
subordination of such Lien to the Lien of the Senior Lenders in form and
substance reasonably acceptable to the First-Lien Administrative Agent.  The First-Lien Administrative Agent will use
commercially reasonable efforts to record or otherwise perfect its security
interest in the Common Collateral as promptly as practicable.


 


Section 3.              Enforcement.


 


3.1           Exercise of
Remedies.


 


(a) So long as the
Discharge of Senior Lender Claims has not occurred, even if an event of default
has occurred and remains uncured under the Noteholder Collateral Documents, and
whether or not any Insolvency or Liquidation Proceeding has been commenced by
or against the Company or any other Grantor, (i) the Trustee, the
Noteholder Collateral Agent, and the Mortgage Tax Collateral Agent, to the
extent of any interest of the Noteholders, and the Noteholders will not
exercise or seek to exercise any rights or remedies as a secured creditor (including
set-off) with respect to any Common Collateral on account of any Noteholder
Claims, 


 


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institute any action or proceeding with respect to the Common
Collateral, or exercise any remedies against the Common Collateral (including
any action of foreclosure), or contest, protest or object to any foreclosure
proceeding or action brought with respect to the Common Collateral by the
First-Lien Administrative Agent, Senior Credit Agent, Mortgage Tax Collateral
Agent or any Senior Lender in respect of Senior Lender Claims, any exercise of
any right under any lockbox agreement, control agreement, landlord waiver or
bailee’s letter or similar agreement or arrangement to which the Trustee, the
Noteholder Collateral Agent, the Mortgage Tax Collateral Agent or any
Noteholder is a party, or any other exercise by any such party, of any rights
and remedies as a secured creditor relating to the Common Collateral under the
Senior Lender Documents or otherwise in respect of Senior Lender Claims, or
object to the forbearance by or on behalf of the Senior Lenders from bringing
or pursuing any foreclosure proceeding or action or any other exercise of any
rights or remedies relating to the Common Collateral in respect of Senior
Lender Claims provided that notwithstanding anything to the contrary in
this Section 3.1(a), the Mortgage Tax Collateral Agent shall not be
restricted from exercising or seeking to exercise the rights and remedies of a
secured creditor with respect to any Common Collateral in respect of Senior
Lender Claims, and (ii) the First-Lien Administrative Agent, the Senior
Credit Agent, the Mortgage Tax Collateral Agent and the Senior Lenders shall
have the exclusive right to enforce rights, exercise remedies (including
set-off and the right to credit bid their debt) and make determinations
regarding the sale, release, disposition, or restrictions with respect to the
Common Collateral as a secured creditor without any consultation with or the
consent of the Trustee, the Noteholder Collateral Agent or any Noteholder; provided
that (A) in any Insolvency or Liquidation Proceeding commenced by or
against any Grantor, the Trustee or any Noteholder may file a claim or
statement of interest with respect to the Noteholder Claims, (B)  to the
extent it would not prevent, restrict or otherwise limit any rights granted or
created hereunder or under any Senior Lender Collateral Documents in favor of
the First-Lien Administrative Agent or any other Senior Lender in respect of the
Common Collateral, the Trustee or any Noteholder may take any action not
adverse to the Liens on the Common Collateral securing the Senior Lender Claims
in order to preserve, perfect or protect its rights in the Common Collateral, (C) to
the extent it would not prevent, restrict or otherwise limit any rights granted
or created hereunder or under any Senior Lender Collateral Documents in favor
of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage
Tax Collateral Agent or any other Senior Lender in respect of the Common
Collateral, the Trustee or any Noteholder shall be entitled to file any
necessary responsive or defensive pleadings in opposition to any motion, claim,
adversary proceeding or other pleadings made by any person objecting to or
otherwise seeking the disallowance of the Noteholder Claims, including without
limitation any claims secured by the Common Collateral, if any, in each case in
accordance with the terms of this Agreement, or (D) the Trustee or any
Noteholder shall be entitled to file any pleadings, objections, motions or
agreements which assert rights or interests available to unsecured creditors of
the Grantors arising under either 
Bankruptcy Law or applicable non-bankruptcy law, in each case in
accordance with the terms of this Agreement. 
In exercising rights and remedies with respect to the Common Collateral,
the First-Lien Administrative Agent, the Senior Credit Agent and the Senior
Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies
thereunder, all in such order and in such manner as they may determine in the
exercise of their sole discretion.  Such
exercise and enforcement shall include the rights of an agent appointed by them
to sell or otherwise dispose of Common Collateral upon foreclosure, to cause
the Grantors to deliver a transfer document in lieu of foreclosure to the
Senior Lenders or any 


 


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nominee of the Senior Lenders, to incur expenses in connection with
such sale or disposition, and to exercise all the rights and remedies of a
mortgagee in any applicable jurisdiction and a secured lender under the Uniform
Commercial Code of any applicable jurisdiction and of a secured creditor under
Bankruptcy Laws of any applicable jurisdiction. 
Upon the Discharge of  Senior
Lender Claims, the Trustee, the Noteholder Collateral Agent and the Mortgage
Tax Collateral Agent, on behalf of themselves and the Noteholders, will not be
required to release their claims on any Common Collateral that has not been
sold or otherwise disposed of in connection with the Discharge of  Senior Lender Claims.


 


(b)  The Trustee, the
Noteholder Collateral Agent and the Mortgage Tax Collateral Agent (with respect
to the Mortgage Tax Collateral Agent solely to the extent of any interest of
the Noteholders in the Common Collateral) on behalf of themselves and the
Noteholders, agree that solely as to the Common Collateral, they and each
of them will not, in connection with the exercise of any right or remedy with
respect to the Common Collateral, receive any Common Collateral or Proceeds of
any Common Collateral in respect of Noteholder Claims, or, upon or in any
Insolvency or Liquidation Proceeding (except under any plan of reorganization
approved by the Senior Lenders or as provided in section 6.6) with respect to
any Grantor as debtor, take or receive any Common Collateral or any
Proceeds of Common Collateral in respect of Noteholder Claims, unless and until
the Discharge of Senior Lender Claims has occurred.  Without limiting the generality of the
foregoing, unless and until the Discharge of Senior Lender Claims has occurred,
except as expressly provided in the proviso in clause (ii) of Section 3.1(a) or
Section 6.3, the sole right of the Trustee, the Noteholder Collateral
Agent and the Noteholders with respect to the Common Collateral is to hold a
Lien on the Common Collateral in respect of Noteholder Claims pursuant to the
Noteholder Documents for the period and to the extent granted therein and to
receive a share of the Proceeds thereof, if any, after the Discharge of  Senior Lender Claims has occurred.  In addition to the foregoing, the Noteholders
hereby acknowledge that the Indenture and the Noteholder Documents permit the
Company and the other Grantors to repay Senior Lender Claims with Proceeds from
the disposition of the Common Collateral prior to application to repay the
Noteholders Claims, and agree that to the extent the Senior Lender Documents
require repayment of the Senior Lender Claims with Proceeds from such
dispositions, the Company shall pay such proceeds to the Senior Lenders as so
required and each of the Trustee, the Noteholder Collateral Agent and the
Noteholders will not take or receive such Proceeds until after so applied.


 


(c)   Subject to the proviso in clause (ii) of
Section 3.1(a), the Trustee and the Noteholder Collateral Agent, for
themselves and on behalf of the Noteholders, agree that the Trustee, the
Noteholder Collateral Agent and the Noteholders will not take any action that would
hinder any exercise of remedies undertaken by the First-Lien Administrative
Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent or the Senior
Lenders with respect to the Common Collateral under the Senior Lender
Documents, including any sale, lease, exchange, transfer or other disposition
of the Common Collateral, whether by foreclosure or otherwise and shall release
any and all claims in respect of such Common Collateral (except for the right
to receive the balance of Proceeds and to be secured by the Common Collateral
after Discharge of Senior Lender Claims as described in Section 4.1 and
5.1) so that it may be sold free and clear of the Liens of the Noteholders, the
Noteholder Collateral Agent and of the Trustee, on behalf of the Noteholders,
and the Trustee and the Noteholder Collateral Agent, for themselves  and on 


 


11

















 


behalf of any such Noteholder, shall, within
ten (10) Business Days of written request by the Senior Credit Agent, execute
and deliver to the Senior Credit Agent such termination statements, releases
and other documents as the Senior Credit Agent may request to effectively
confirm such release and the Trustee and the Noteholder Collateral Agent, for
themselves and on behalf of the Noteholders, hereby irrevocably constitute and
appoint the First-Lien Administrative Agent or the Senior Credit Agent and any
officer or agent of the First-Lien Administrative Agent or the Senior Credit
Agent, with full power of substitution, as their true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Trustee, the Noteholder Collateral Agent or such holder or in the
First-Lien Administrative Agent or the Senior Credit Agent’s own name, from time
to time in the First-Lien Administrative Agent or the Senior Credit Agent’s
discretion, for the purpose of carrying out the terms of this Section 3.1(c),
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary to accomplish the purposes of this Section 3.1(c),
including any termination statements, endorsements or other instruments of
transfer or release.  In exercising
rights and remedies with respect to the Common Collateral, the First-Lien
Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral
Agent and the Senior Lenders may enforce the provisions of the Senior Lender
Documents and exercise remedies thereunder, all in such order and in such
manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include
the rights of an agent appointed by them to sell or otherwise dispose of Common
Collateral upon foreclosure, to cause the Grantors to deliver a transfer
document in lieu of foreclosure to the Senior Lenders or any nominee of the
Senior Lenders, to incur expenses in connection with such sale or disposition,
and to exercise all the rights and remedies of a mortgagee in any applicable
jurisdiction and a secured creditor under the Uniform Commercial Code or other
laws of any applicable jurisdiction and of a secured creditor under Bankruptcy
Laws of any applicable jurisdiction.  The
Trustee and the Noteholder Collateral Agent for themselves and on behalf of the
Noteholders, hereby waive any and all rights they or the Noteholders may have
as a junior lien creditor or otherwise to object to the manner in which the
First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax
Collateral Agent or the Senior Lenders seek to enforce or collect the Senior
Lender Claims or the Liens granted in any of the Common Collateral in respect
of Senior Lender Claims, regardless of whether any action or failure to act by
or on behalf of the First-Lien Administrative Agent, the Senior Credit Agent,
the Mortgage Tax Collateral Agent or Senior Lenders is adverse to the interest
of the Noteholders.  The Trustee and the
Noteholder Collateral Agent, for themselves and on behalf of the Noteholders,
waive the right to commence any legal action or assert in any legal action or
in any Insolvency or Liquidation Proceeding any claim against the Mortgage Tax
Collateral Agent and/or Senior Lenders seeking damages from the Mortgage Tax
Collateral Agent or the Senior Lenders or other relief, by way of specific
performance, injunction or otherwise, with respect to any action taken or
omitted by the Mortgage Tax Collateral Agent or the Senior Lenders as permitted
by this Agreement.


 


(d)   The Trustee and the Noteholder Collateral
Agent hereby acknowledge and agree that no covenant, agreement or restriction
contained in any Noteholder Document shall be deemed to restrict in any way the
rights and remedies of the First-Lien Administrative Agent, the Senior Credit
Agent, the Mortgage Tax Collateral Agent or the Senior Lenders with respect to
the Common Collateral as set forth in this Agreement and the Senior Lender
Documents, to the extent consistent with 
this Agreement.


 


12
















 


3.2           Cooperation.  Subject to the proviso in clause (ii) of Section 3.1(a), the
Trustee and the Noteholder Collateral Agent, on behalf of themselves and the
Noteholders, agree that, unless and until the Discharge of Senior Lender Claims
has occurred, they will not commence, or join with any Person (other than the
First-Lien Administrative Agent, the Senior Lenders, the Mortgage Tax
Collateral Agent and the Senior Credit Agent upon the written request thereof)
in commencing any enforcement, collection, execution, levy or foreclosure
action or proceeding with respect to any Lien held by it in the Common
Collateral under any of the Noteholder Documents or otherwise in respect of the
Noteholder Claims.


 


Section 4.              Payments.


 


4.1           Application of Proceeds. 
So long as the Discharge of Senior Lender Claims has not occurred, any
Proceeds of any Common Collateral paid or payable to the First-Lien
Administrative Agent or the Senior Credit Agent as provided in section 3.1(b) or
pursuant to the enforcement of any Security Document or the exercise of any
right or remedy with respect to the Common Collateral under the Senior Lender
Documents, together with all other Proceeds received by any Person (including
all funds received in respect of post-petition interest or fees and expenses)
as a result of any such enforcement or the exercise of any such remedial
provision or as a result of any distribution of or in respect of any Common
Collateral (or the Proceeds thereof whether or not expressly characterized as
such) upon or in any Insolvency or Liquidation Proceeding (except under any
plan of reorganization approved by the Senior Lenders or as provided in section
6.6) with respect to any Grantor as debtor, shall be applied by the First-Lien
Administrative Agent  or the Senior Credit
Agent to the Senior Lender Claims in such order as specified in the relevant
Senior Lender Document.  Upon the
Discharge of Senior Lender Claims, the First-Lien Administrative Agent and/or
the  Senior Credit Agent shall deliver to
the Trustee any Proceeds of Common Collateral held by it in the same form as
received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct, to be applied by the Trustee to the
Noteholder Claims in such order as specified in the Noteholder Collateral
Documents.


 


4.2           Payments Over.  So long as the Discharge of Senior Lender
Claims has not occurred, any Common Collateral or Proceeds
thereof received by the Trustee, the Noteholder Collateral Agent or any
Noteholder in connection with the exercise of any right or remedy (including
set-off) relating to the Common Collateral in contravention of this Agreement
shall be segregated and held in trust and forthwith paid over to the Senior
Credit Agent for the benefit of the Senior Lenders in the same form as
received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct.  If
any Lien on Common Collateral for First-Lien Indebtedness is void or voidable
and the Lien on the same Common Collateral of the Trustee, the Noteholder
Collateral Agent or any Noteholder is not void or voidable, the Proceeds of
such Lien received by the Trustee, the Noteholder Collateral Agent or any
Noteholder shall be segregated and held in trust and forthwith paid over to the
Senior Credit Agent for the benefit of the Senior Lenders in the same form as
received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct.  The
Senior Credit Agent is hereby authorized to make any such endorsements as agent
for the Trustee, the Noteholder Collateral Agent or any such Noteholder.  This authorization is coupled with an
interest and is irrevocable.


 


13

















 


Section 5.              Other
Agreements.


 


5.1           Releases.


 


(a)             At
such times as the Senior Lenders have released their Liens on all, or any
portion of, the Common Collateral, even if an event of default has occurred and
remains uncured under the Noteholder Collateral Documents, and whether or not
any Insolvency or Liquidation Proceeding has been commenced by or against the
Company or any other Grantor, the  Liens
granted to the Trustee or the Noteholders on the Common Collateral (or, in the
case of a release of Liens on only a portion of the Common Collateral, the
portion of the Common Collateral on which the Senior Lender Liens were
released) shall be automatically, unconditionally and simultaneously released
and the Trustee, for itself and on behalf of the Noteholders, promptly shall
execute and deliver to the First-Lien Administrative Agent and the Company such
termination statements, releases and other documents as the First-Lien
Administrative Agent and the Company may request to effectively confirm such
release; provided that, (A) in the event that the Liens are
released in connection with the Discharge of 
Senior Lender Claims, the Liens granted to the Trustee, the Mortgage Tax
Collateral Agent or the Noteholders on the Common Collateral will not be
released, except to the extent that the Common Collateral, or any portion thereof,
was disposed of in order to repay the Senior Lender Claims, and thereafter, the
Trustee (acting at the direction of the Noteholders) will have the right to
exercise remedies with respect to the Common Collateral and the restrictions in
this Agreement shall no longer apply, and (B) if the Senior Lender Claims
(or any portion thereof) are thereafter secured by assets that would constitute
Common Collateral, the Noteholder Claims shall then be secured by a second
priority Lien on such Common Collateral, to the same extent provided pursuant
to the Noteholder Collateral Documents.


 


(b)             The Trustee and the Noteholder Collateral Agent, for
themselves and on behalf of the Noteholders, hereby irrevocably constitute and
appoint the Senior Credit Agent and the First-Lien Administrative Agent and any
officer or agent of the Senior Credit Agent or the First-Lien Administrative
Agent, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of the Trustee
and/or the Noteholder Collateral Agent or such holder or in the Senior Credit
Agent’s or the First-Lien Administrative Agent’s own name, from time to time in
the Senior Credit Agent’s and First-Lien Administrative Agent’s discretion, for
the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to
execute any and all documents and instruments that may be necessary or
desirable to accomplish the purposes of this Section 5.1, including any termination statements,
endorsements or other instruments of transfer or release.


 


5.2           Insurance.  Unless and until the Discharge of Senior
Lender Claims has occurred, the First-Lien Administrative Agent, the Senior
Credit Agent and the Senior Lenders shall have the sole and exclusive right,
subject to the rights of the Grantors under the Senior Lender Documents, to
adjust settlement for any insurance policy covering the Common Collateral in
the event of any loss thereunder and to approve any award granted in any condemnation
or similar proceeding affecting the Common Collateral.  Unless and until the Discharge of Senior
Lender Claims has occurred, all proceeds of any such policy and any such award
if in respect of the Common Collateral shall be paid to the  First-Lien Administrative Agent, the Senior
Credit Agent or the Mortgage Tax Collateral Agent for the benefit of the 


 


14

















 


Senior Lenders to the extent required under
the Senior Lender Documents in respect of the Senior Lender Claims and
thereafter to the Trustee for the benefit of the Noteholders to the extent
required under the applicable Noteholder Documents and then to the owner of the
subject property or as a court of competent jurisdiction may otherwise direct.  Subject to Section 5.4, if the Trustee,
the Noteholder Collateral Agent or any Noteholder shall, at any time, receive
any proceeds of any such insurance policy or any such award in
contravention of this Agreement, it shall pay such
proceeds over to the First-Lien Administrative Agent in accordance with the
terms of Section 4.2.


 


5.3           Designation of Subordination.; Amendments
to Noteholder Collateral Documents.


 


(a)             The Trustee and the Noteholder Collateral Agent agree
that each Noteholder Collateral Document shall include the following language
(or language to similar effect approved by the First-Lien Administrative
Agent):


 


“Notwithstanding anything
herein to the contrary, the lien and security interest granted to the Trustee
pursuant to this Agreement and the exercise of any right or remedy by the
Trustee hereunder are subject to the provisions of the Intercreditor Agreement,
dated as of May     , 2008 (as amended, supplemented
or otherwise modified from time to time, the “Intercreditor Agreement”), among K. Hovnanian Enterprises, Inc.,  Hovnanian Enterprises, Inc.,  and certain subsidiaries of  Hovnanian Enterprises, Inc., party
thereto,
                              ,
as Senior Credit Agent, and                     ,
as Trustee.  In the event of any conflict
between the terms of the Intercreditor Agreement and this Agreement, the terms
of the Intercreditor Agreement shall govern.”


 


(b)             Unless and until the Discharge of Senior Lender Claims
has occurred, without the prior written consent of the First-Lien Administrative
Agent, no Noteholder Collateral Document may be amended, supplemented or
otherwise modified or entered into to the extent such amendment, supplement or
modification, or the terms of any new Noteholder Collateral Document, would be
prohibited by or inconsistent with any of the terms of this Agreement.


 


(c)             In the event that the First-Lien Administrative Agent,
the Senior Credit Agent or the Senior Lenders enter into any amendment, waiver
or consent in respect of any of the Senior Collateral Documents for the purpose
of adding to, or deleting from, or waiving or consenting to any departures from
any provisions of, any Senior Collateral Document or changing in any manner the
rights of the First-Lien Administrative Agent, the Senior Credit Agent, the
Senior Lenders, the Mortgage Tax Collateral Agent, the Company or any other
Grantor thereunder, then such amendment, waiver or consent shall apply
automatically to any comparable provision of the Comparable Noteholder
Collateral Document without the consent of the Trustee, the Noteholder
Collateral Agent or the Noteholders and without any action by the Trustee, the
Noteholder Collateral Agent, the Company or any other Grantor; provided
that the consent of the Noteholders shall be required only in the circumstance
that an amendment to the Senior Collateral Documents is prejudicial to the
interests of the Noteholders to a greater extent than it is to the interests of
the Senior Lenders (other than by virtue of their relative priorities and
rights and obligations, and subject to increases in principal, interest or fees
of the Senior Lenders 


 


15

















 


to the extent permitted in this
Agreement).  The Company will use
commercially reasonable efforts to notify the Trustee and Noteholder Collateral
Agent of such amendment(s) but the failure to provide such notice shall
not affect the application, validity or enforceability of such amendment(s).


 


5.4           Rights As Unsecured
Creditors.  Notwithstanding anything to the contrary in
this Agreement, the Trustee and the Noteholders may exercise rights and
remedies as an unsecured creditors against the Company, Hovnanian or any
Subsidiary that has guaranteed the Noteholder Claims in accordance with the
terms of the Noteholder Documents and applicable law.  Nothing in this Agreement shall prohibit the
receipt by the Trustee or any Noteholders of the required payments of interest
and principal so long as such receipt is not (i) the direct or indirect
result of the exercise by the Trustee, the Noteholder Collateral Agent, the
Mortgage Tax Collateral Agent or any Noteholder of rights or remedies as a
secured creditor in respect of Common Collateral or (ii) in violation of Section 3.1,
4.1, 5.2 or 6.3.   In the event the
Trustee, the Noteholder Collateral Agent or any Noteholder becomes a judgment
lien creditor in respect of Common Collateral as a result of its enforcement of
its rights as an unsecured creditor in respect of Noteholder Claims, such
judgment lien shall be subordinated to the Liens securing Senior Lender Claims
on the same basis as the other Liens securing the Noteholder Claims are so
subordinated to such Liens securing Senior Lender Claims under this
Agreement.  Nothing in this Agreement
impairs or otherwise adversely affects any rights or remedies the Senior Credit
Agent or the Senior Lenders may have with respect to the Common Collateral.


 


5.5           Bailee for Perfection.


 


(a)             The Senior Credit Agent agrees to hold the Pledged
Collateral that is part of the Common Collateral in its possession or control
(or in the possession or control of its agents or bailees) as bailee for the
Trustee and any assignee solely for the purpose of perfecting the security
interest granted in such Pledged Collateral pursuant to the Noteholder Security
Agreement, subject to the terms and conditions of this Section 5.5.


 


(b)             The Senior Credit Agent agrees to hold the Deposit
Account Collateral that is part of the Common Collateral and controlled by the
Senior Credit Agent for the Trustee and any assignee solely for the purpose of
perfecting the security interest granted in such Deposit Account Collateral
pursuant to the Noteholder Security Agreement, subject to the terms and
conditions of this Section 5.5. 
Upon Discharge of  Senior Lender
Claims, the First-Lien Administrative Agent shall continue to hold such Deposit
Account Collateral pursuant to this clause (b) until the earlier of the
date (i) the Trustee has obtained control thereof for the purpose of
perfecting its security interest and (ii) which is 30 days after the
Discharge of  Senior Lender Claims.


 


(c)             Except as otherwise specifically provided herein
(including, without limitation, Sections 3.1 and 4.1), until the Discharge
of Senior Lender Claims has occurred, the Senior Credit Agent shall be entitled
to deal with the Pledged Collateral in accordance with the terms of the Senior
Lender Documents as if the Liens under the Noteholder Collateral Documents did
not exist.  The rights of the Trustee,
the Noteholder Collateral Agent and the Noteholders with respect to such
Pledged Collateral shall at all times be subject to the terms of this
Agreement.


 


16

















 


(d)             The Senior Credit Agent shall have no obligation
whatsoever to the Trustee, the Noteholder Collateral Agent or any Noteholder to
assure that the Pledged Collateral is genuine or owned by any of the Grantors
or to protect or preserve rights or benefits of any Person or any rights
pertaining to the Common Collateral except as expressly set forth in this Section 5.5.  The duties or responsibilities of the Senior
Credit Agent under this Section 5.5 shall be limited solely to holding the
Pledged Collateral as bailee for the Trustee for purposes of perfecting the
Lien held by the Trustee.


 


(e)             The Senior Credit Agent shall not have by reason of the
Noteholder Collateral Documents or this Agreement or any other document a
fiduciary relationship in respect of the Trustee or any Noteholder and the
Trustee and the Noteholders hereby waive and release the Senior Credit Agent
from all claims and liabilities arising pursuant to the Senior Credit Agent’s
role under this Section 5.5, as agent and bailee with respect to the
Common Collateral.


 


(f)              Upon  Discharge
of Senior Lender Claims, the Senior Credit Agent shall deliver to the Trustee,
to the extent that it is legally permitted to do so, the remaining Pledged
Collateral (if any) together with any necessary endorsements (or otherwise
allow the Trustee to obtain control of such Pledged Collateral) or as a court
of competent jurisdiction may otherwise direct. 
The Company shall take such further action as is required to effectuate
the transfer contemplated hereunder and shall indemnify the Senior Credit Agent
for loss or damage suffered by the Senior Credit Agent as a result of such
transfer except for loss or damage suffered by the Senior Credit Agent as a
result of its own wilful misconduct or bad faith.  The Senior Credit Agent has no obligation to
follow instructions from the Trustee in contravention of this Agreement.  Without limiting the foregoing, upon
Discharge of Senior Lender Claims, the First-Lien Administrative Agent will use
commercially reasonable efforts to promptly deliver an appropriate termination
or other notice confirming such Discharge of Senior Lender Claims to the
applicable depositary bank, issuer of uncertificated securities or securities
intermediary, if any, with respect to the Deposit Account Collateral, money
market mutual fund or similar collateral, or securities account collateral.


 


(g)             Neither the First-Lien Administrative Agent, the Senior
Credit Agent nor the Senior Lenders shall be required to marshal any present or
future collateral security for the Company’s or its Subsidiaries’ obligations
to the Senior Credit Agent or the Senior Lenders under the Senior Credit
Agreement or the Senior Collateral Documents or to resort to such collateral
security or other assurances of payment in any particular order, and all of
their rights in respect of such collateral security shall be cumulative and in
addition to all other rights, however existing or arising.


 


5.6           Additional Collateral.  If any Lien is granted by any Grantor in
favor of the Senior Lenders or the Noteholders on any additional collateral,
including Liens on the Initial Mortgaged Collateral and the Additional
Mortgaged Collateral (other than Common Collateral identified as Mortgage Tax
Collateral which shall be subject to the Liens of the Mortgage Tax Collateral
Agent), such additional Collateral shall also be subject to a Lien in favor of
the Senior Lenders and the Noteholders in the relative lien priority scheme set
forth in Section 2.1.


 


17

















 


5.7           Collateral Agents;  Collateral Documents.


 


(a)  The Mortgage Tax
Collateral Agent shall act as collateral agent for the Senior Lenders and the
Noteholders with respect to the Liens granted as Initial Mortgage Collateral
and Additional Collateral after May 29, 2008, on real property located in
the Mortgage Tax States (the “Mortgage Tax Collateral”).


 


(b)  With respect to any
and all Noteholder Collateral other than the Mortgaged Tax Collateral, the
Noteholder Collateral Agent shall act as collateral agent on behalf of the
Noteholders.  The Noteholder Collateral
Agent shall separately document its Lien(s) on any and all Noteholder
Collateral other than the real property located in Mortgaged Tax States.


 


(c)  Determination of Status of Mortgage Tax State
Collateral; Reliance by Mortgage Tax Collateral Agent.  The determination of whether Liens to be granted
on Additional Collateral would constitute Mortgage Tax Collateral under the
Credit Agreement shall be made by the Company and the First-Lien Administrative
Agent in the reasonable exercise of each of their discretion, and the
First-Lien Administrative Agent shall so notify the Mortgage Tax Collateral
Agent in a written certificate of such determination with a copy of such
certificate to be contemporaneously provided to the Company.  The Mortgage Tax Collateral Agent shall not
be responsible for determining the status of any Collateral as Mortgage Tax
Collateral and shall be entitled to rely on such certificate(s) of the
First-Lien Administrative Agent identifying that any Collateral constitutes
Mortgage Tax Collateral and shall be under no obligation to treat any
Collateral not so identified as Mortgage Tax Collateral.  Upon receipt of such certificate(s) from
the First-Lien Administrative Agent identifying any Collateral as Mortgage Tax
Collateral, the Mortgage Tax Collateral Agent shall be entitled to treat such
Collateral as Mortgage Tax Collateral for all purposes under this Agreement.
Any designation by  the First-Lien
Administrative Agent that any Collateral is Mortgage Tax Collateral shall be,
subject to the provisions of Section 5.1(a) hereof, irrevocable.  Any such certificates shall be full warrant
to the Mortgage Tax Collateral Agent for any action taken, suffered or omitted
in reliance thereof.


 


5.8           Release of Liens on,
and Application of the Proceeds of, the Mortgage Tax Collateral.


 


(a)             In
the event of any release of the Liens on the Mortgage Tax Collateral in respect
of Senior Lender Claims in accordance with the Senior Collateral Documents, the
Trustee and the Noteholder Collateral Agent, for themselves and on behalf of
the Noteholders, promptly shall execute and deliver to the Mortgage Tax
Collateral Agent or the applicable Grantor such termination statements,
releases and other documents as the Mortgage Tax Collateral Agent or such
Grantor may reasonably request to effectively confirm such release in
connection with a release pursuant to Section 5.1.


 


(b) Proceeds of the
Mortgage Tax Collateral shall be applied as set forth in Section 4.1 so
long as the Discharge of Senior Lender Claims has not occurred.  Unless and until the Discharge of Senior
Lender Claims has occurred, except as expressly provided in the proviso in
clause (ii) of Section 3.1(a) and Section 6.3, the sole
right of the Noteholders with respect to the Mortgage Tax Collateral is to hold
a shared Lien on the Mortgage Tax Collateral in respect of Noteholder Claims
pursuant to the Noteholder Documents for the period and to the extent 


 


18





















 


granted therein and to receive a share of the
Proceeds thereof, if any, after the Discharge of the Senior Lender Claims has
occurred.


 


(c)  Except as otherwise
specifically provided in Sections 3.1 and 4.1, until the Discharge of
Senior Lender Claims has occurred, the Mortgage Tax Collateral Agent shall be
entitled to deal with the Mortgage Tax Collateral in accordance with the terms
of the Senior Lender Documents as if the Liens under the Noteholder Collateral
Documents did not exist.  The rights of
the Trustee, the Noteholder Collateral Agent and the Noteholders with respect
to such Pledged Collateral shall at all times be subject to the terms of this
Agreement.


 


(d) The Mortgage Tax
Collateral Agent shall have no obligation whatsoever to the Trustee, the
Noteholder Collateral Agent or any Noteholder to assure that the Mortgage Tax
Collateral is genuine or owned by any of the Grantors or to protect or preserve
rights or benefits of any Person or any rights pertaining to the Common
Collateral except as expressly set forth in this Section 5.8.


 


(e)  Neither the Mortgage
Tax Collateral Agent, the First-Lien Administrative Agent, the Senior Credit
Agent nor the Senior Lenders shall be required to marshal any present or future
collateral security for the Company’s or its Subsidiaries’ obligations to the
Senior Credit Agent or the Senior Lenders under the Senior Credit Agreement or
the Senior Collateral Documents or to resort to such collateral security or
other assurances of payment in any particular order, and all of their rights in
respect of such collateral security shall be cumulative and in addition to all
other rights, however existing or arising.


 


5.9           No Fiduciary Duty.  The Trustee and the Noteholder Collateral
Agent agree, on behalf of themselves and the Noteholders, that the Senior
Lenders, Mortgage Tax Collateral Agent, the First-Lien Administrative Agent and
the Senior Credit Agent shall not have by reason of the Noteholder Collateral
Documents or this Agreement or any other document, a fiduciary relationship in
respect of the Trustee, the Noteholder Collateral Agent or any Noteholder.


 


5.10         Increases in the
Principal Amount of the Senior Lender Claims Indebtedness or Noteholder Claims.  The Noteholders may not increase the stated
principal amount of the Noteholder Claims as set forth in the Indenture as of
the date hereof without the consent the Required Lenders but in any event not
more than 66 and 2/3%.  The Senior
Lenders may not increase the stated principal amount of the Senior Lender
Claims (exclusive of any increases to the amounts permitted in the definition
of First-Lien Indebtedness) without the consent of the Noteholders holding, at
least, 51% in amount of the Noteholder Claims.


 


Section 6.              Insolvency or Liquidation Proceedings.


 


6.1           Financing and Sale
Issues.


 


(a) If the Company or any
other Grantor shall be subject to any Insolvency or Liquidation Proceeding and
the First-Lien Administrative Agent shall desire to permit the use of cash
collateral or to permit the Company or any other Grantor to obtain financing
under Section 363 or Section 364 of Title 11 of the United States
Code or any similar Bankruptcy Law (“DIP Financing”),
then the Trustee, the Noteholder Collateral Agent and the Mortgage Tax 


 


19





















 


Collateral Agent, on behalf of themselves and
the Noteholders agree that (i) if the Senior Lenders consent to such use
of cash collateral, the Trustee, the Noteholder Collateral Agent and the
Mortgage Tax Collateral Agent, on behalf of themselves and the Noteholders,
shall be deemed to have consented to such use of cash collateral and they will
not request adequate protection except to the extent permitted in Section 6.3  and (ii) if the Senior Lenders consent
to DIP Financing that provides for priming of or pari passu treatment with the Senior Lenders Liens and the
aggregate principal amount of the DIP Financing together with the aggregate
principal amount of the First-Lien Indebtedness does not exceed $400 million,
the Trustee, the Noteholder Collateral Agent and the Mortgage Tax Collateral
Agent, on behalf of themselves and the Noteholders,  will not raise any objection to and shall be
deemed to have consented to such  DIP
Financing,  and to the extent the Liens
securing the Senior Lender Claims under the Senior Collateral Documents are
subordinated or pari passu with
such DIP Financing, they will subordinate their Liens in the Common Collateral
to such DIP Financing (and all Obligations relating thereto) and the Senior
Lender Claims on the same basis as the other Liens securing the Noteholder
Claims are subordinated to Liens securing Senior Lender Claims under this
Agreement.


 


(b)  The Trustee, the Noteholder
Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves
and the Noteholders, agree that they will not raise any objection to or oppose
a sale of or other disposition of any Common Collateral free and clear of its
Liens or other claims under Section 363 of the Bankruptcy Code if the
Senior Lenders have consented to such sale or disposition of such assets so
long as the interests of the Trustee, the Noteholder Collateral Agent and the
Noteholders in the Common Collateral attach to the Proceeds in the relative
priority scheme set forth in Section 2.1 and subject to the terms of this
Agreement.


 


6.2           Relief from the
Automatic Stay.  Until the Discharge of Senior Lender Claims
has occurred, the Trustee, the Noteholder Collateral Agent and the Mortgage Tax
Collateral Agent, on behalf of themselves and the Noteholders, agree that none
of them shall seek relief from the automatic stay or any other stay in any
Insolvency or Liquidation Proceeding in respect of the Common Collateral,
without the prior written consent of the First-Lien Administrative Agent.


 


6.3           Adequate Protection.  The Trustee, the Noteholder Collateral Agent
and the Mortgage Tax Collateral Agent, on behalf of themselves and the
Noteholders, agree that none of them shall contest (or support any other Person
contesting) (a) any request by the First-Lien Administrative Agent, the
Senior Credit Agent or the Senior Lenders for adequate protection or (b) any
objection by First-Lien Administrative Agent, the Senior Credit Agent or the
Senior Lenders to any motion, relief, action or proceeding based on First-Lien
Administrative Agent’s, the  Senior
Credit Agent’s or the Senior Lenders’ claiming a lack of adequate protection.
Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) the
Trustee on behalf of itself and the Noteholders, may seek or request adequate
protection in the form of a replacement Lien on additional collateral, provided
that the Senior Lenders are granted a Lien on such additional collateral before
or at the same time the Noteholders are granted a Lien on such collateral and
that such Lien shall be subordinated to the Senior Lenders Liens and any DIP
Financing permitted under Section 6.1 (and all Obligations relating
thereto) on the same basis as the other Liens securing the Noteholder Claims
are so subordinated to the Liens securing the 


 


20

















 


First-Lien Indebtedness under this Agreement
and (ii) in the event that the Trustee, on behalf of itself or any
Noteholder, seeks or requests adequate protection  and such adequate protection is granted in
the form of additional collateral securing the Noteholder Claims, such Liens
shall be subordinated to  the Liens on
such collateral  securing the First-Lien
Indebtedness and any such DIP Financing (and all Obligations relating thereto)
and any other Liens granted to the Senior Lenders as adequate protection on the
same basis as the other Liens securing the Noteholder Claims are so
subordinated to such Liens securing the Senior Lender Claims under this
Agreement and such additional collateral shall be included in and be part of
the Common Collateral.  Except as
provided in this Section, the Trustee, and the Noteholder Collateral Agent, on
behalf of themselves and the Noteholders, further agree that they will not seek
or accept any payments of adequate protection or  any payments under Bankruptcy Code Section 362(d)(3)(B).


 


6.4           No Waiver; Voting Restrictions.
Nothing contained herein shall prohibit or in any way limit the
Senior Credit Agent or any other Senior Lender from objecting in any Insolvency
or Liquidation Proceeding or otherwise to any action taken by the Trustee or
any of the Noteholders, including the seeking by the Trustee or any Noteholder
of adequate protection or the asserting by the Trustee or any Noteholder of any
of its rights and remedies under the Noteholder Documents or otherwise.  In any Insolvency or Liquidation Proceeding,
neither the Trustee nor any Noteholder shall vote any Noteholder Claim in favor
of any plan of reorganization (of any Grantor) unless (i) such plan
provides for payment in full of the First-Lien Indebtedness, (ii) such
plan provides for the treatment of the Senior Lender Claims in a manner that
preserves the relative lien priority of the Senior Lender Claims over the
Noteholder Claims to at least the same extent as set forth in this Agreement or
(iii) such plan is approved by the Senior Lenders.


 


6.5           Preference Issues;
Recovery.  If any Senior Lender is required in any
Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay
to the estate of the Company or any other Grantor (or any trustee, receiver or
similar person therefor), because the payment of such amount was declared to be
fraudulent or preferential in any respect or for any other reason, any amount,
whether received as proceeds of security, enforcement of any right of set-off
or otherwise (a “Recovery”), then
the Senior Lender Claims shall be reinstated to the extent of such Recovery and
deemed to be outstanding as if such payment had not occurred and the Senior
Lenders shall be entitled to a Discharge of Senior Lender Claims with respect
to all such recovered amounts.  If this
Agreement shall have been terminated prior to such Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto.


 


6.6           Reorganization
Securities.  If, in
any Insolvency or Liquidation Proceeding, debt obligations of the reorganized
debtor secured by Liens upon any property of the reorganized debtor are
distributed, pursuant to a plan of reorganization or similar dispositive
restructuring plan, both on account of Senior Lender Claims and on account of
Noteholder Claims, then, to the extent the debt obligations distributed on
account of the Senior Lender Claims and on account of the Noteholder Claims are
secured by Liens upon the same property, the provisions of this Agreement will
survive the distribution of such debt obligations pursuant to such plan and
will apply with like effect to the Liens securing such debt obligations.


 


21

















 


6.7           Application.  This Agreement shall be applicable and the
terms hereof shall survive and shall continue in full force and effect prior to
or after the commencement of any Insolvency or Liquidation Proceeding.  All references herein to any Grantor shall
apply to any trustee for such Person and such Person as debtor in
possession.  The relative rights as to
the Collateral and Proceeds thereof shall continue after the filing thereof on
the same basis as prior to the date of the petition, subject to any court order
approving the financing of, or use of cash collateral by, any Grantor.


 


6.8           Expense
Claims.    None
of the Noteholder Collateral Agent, the Trustee or any Noteholder will assert
or enforce, at any time prior to the Discharge of Senior Lender Claims, any
claim under §506(c) of the Bankruptcy Law senior to or on a parity with
the Liens in favor of the First-Lien Administrative Agent, the Senior
Credit Agent, the Mortgage Tax Collateral Agent and the Senior Lenders for costs or expenses of preserving or disposing
of any Common Collateral.


 


6.9           Post-Petition Claims.  (a) None of the Noteholder
Collateral Agent, the Trustee or any Noteholder shall oppose or seek to
challenge any claim by the First-Lien Administrative Agent, the Senior Credit
Agent or any  Senior Lender for allowance
in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting
of post-petition interest, fees, including legal fees, expenses or indemnities
to the extent of the value of the Lien in favor of the First-Lien
Administrative Agent, the Senior Credit Agent and the Senior Lenders, without
regard to the existence of the Lien of the Trustee on behalf of the Noteholders
on the Common Collateral.


 


(b)             None of the First-Lien Administrative Agent, the Senior
Credit Agent or any other Senior Lender shall oppose or seek to challenge any
claim by the Trustee or any Noteholder for allowance in any Insolvency or
Liquidation Proceeding of Noteholder Claims consisting of post-petition
interest, fees, including legal fees, expenses or indemnities to the extent of
the value of the Lien of the Trustee on behalf of the Noteholders on the Common
Collateral (after taking into account the Liens in favor of the First-Lien
Administrative Agent, the Senior Credit Agent and the Senior Lenders).


 


Section 7.              Reliance;
Waivers; etc.


 


7.1           Reliance.  The consent by the Senior Lenders to the
execution and delivery of the Noteholder Documents to which the Senior Lenders
have consented and all loans and other extensions of credit made or deemed made
on and after the date hereof by the Senior Lenders to the Company or any
Subsidiary shall be deemed to have been given and made in reliance upon this
Agreement.  The Trustee, solely on behalf
of the Noteholders, acknowledges, to the best of its knowledge, that the
Noteholders have, independently and without reliance on the First-Lien
Administrative Agent, the Senior Credit Agent or any Senior Lender, and based
on documents and information deemed by them appropriate, made their own credit
analysis and decision to enter into the Indenture, this Agreement and the
transactions contemplated hereby and thereby and they will continue to make
their own credit decision in taking or not taking any action under the
Indenture or this Agreement.


 


22

















 


7.2           No  Warranties  or  Liability.  The Trustee, on behalf of itself and the
Noteholders, acknowledges and agrees that each of the First-Lien Administrative
Agent, the Senior Credit Agent, the Senior Lenders and the Mortgage Tax
Collateral Agent have made no express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness,
collectibility or enforceability of any of the Senior Lender Documents, the
ownership of any Common Collateral or the perfection or priority of any Liens
thereon.  The Senior Lenders will be
entitled to manage and supervise their respective loans and extensions of
credit under the Senior Lender Documents in accordance with law and as they may
otherwise, in their sole discretion, deem appropriate, and the Senior Lenders
may manage their loans and extensions of credit without regard to any rights or
interests that the Trustee or any of the Noteholders have in the Common
Collateral or otherwise, except as otherwise provided in this Agreement.  None of the First-Lien Administrative Agent,
the Senior Credit Agent, the Mortgage Tax Collateral Agent nor any Senior
Lender shall have any duty to the Trustee, the Noteholder Collateral Agent or
any of the Noteholders to act or refrain from acting in a manner that allows,
or results in, the occurrence or continuance of an event of default or default
under any agreements with the Company or any Subsidiary thereof (including the
Noteholder Documents), regardless of any knowledge thereof that they may have
or be charged with.  Except as expressly
set forth in this Agreement, the First-Lien Administrative Agent, the Senior
Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the
Trustee, the Noteholder Collateral Agent and the Noteholders have not otherwise
made to each other nor do they hereby make to each other any warranties,
express or implied, nor do they assume any liability to each other with respect
to (a) the enforceability, validity, value or collectibility of any of the
Noteholder Claims, the Senior Lender Claims or any guarantee or security which
may have been granted to any of them in connection therewith, (b) the
Company’s, the Guarantors’ (as defined in the Senior Credit Agreement) or any
Subsidiary’s title to or right to transfer any of the Common Collateral or (c) any
other matter except as expressly set forth in this Intercreditor Agreement.


 


7.3           Obligations  Unconditional.  All rights, interests, agreements and
obligations of the First-Lien Administrative Agent, the Senior Credit Agent,
the Mortgage Tax Collateral Agent, and the Senior Lenders and the Trustee, the
Noteholder Collateral Agent and the Noteholders, respectively, hereunder shall
remain in full force and effect irrespective of:


 


(a)             any lack of validity or enforceability of any Senior
Lender Documents or any Noteholder Documents;


 


(b)             any change in the time, manner or place of payment of,
or in any other terms of, all or any of the Senior Lender Claims or Noteholder
Claims, or any amendment or waiver or other modification, including any
increase in the amount thereof, whether by course of conduct or otherwise, of
the terms of the Senior Credit Agreement or any other Senior Lender Document or
of the terms of the Indenture or any other Noteholder Document;


 


(c)             any exchange of any security interest in any Common
Collateral or any other collateral, or any amendment, waiver or other
modification, whether in writing or by course of conduct or otherwise, of all
or any of the Senior Lender Claims or Noteholder Claims or any guarantee
thereof;


 


23

















 


(d)             the commencement of any Insolvency or Liquidation
Proceeding in respect of the Company or any other Grantor; or


 


(e)             any other circumstances that otherwise might constitute
a defense available to, or a discharge of, the Company or any other Grantor in
respect of the Senior Lender Claims, or of the Trustee or any Noteholder in
respect of this Agreement.


 


Section 8.              Miscellaneous.


 


8.1           Continuing  Nature  of  this  Agreement; Severability.  This Agreement shall continue to be effective
until the Discharge of Senior Lender Claims
shall have occurred.  This is a
continuing agreement of lien subordination and the Senior Lenders may continue,
at any time and without notice to the Trustee or any Noteholder, to extend
credit and other financial accommodations and lend monies to or for the benefit
of the Company or any other Grantor 
constituting Senior Lender Claims in reliance hereon.    Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 


8.2           Amendments; Waivers.  No amendment, modification or waiver of any
of the provisions of this Agreement by the Trustee, the First-Lien
Administrative Agent or the Mortgage Tax Collateral Agent shall be deemed to be
made unless the same shall be in writing signed on behalf of the party making
the same or its authorized agent and each waiver, if any, shall be a waiver
only with respect to the specific instance involved and shall in no way impair
the rights of the parties making such waiver or the obligations of the other
parties to such party in any other respect or at any other time.  The Company and other Grantors shall not have
any right to consent to or approve any amendment, modification or waiver of any
provision of this Agreement except to the extent their rights are affected.


 


8.3           Information  Concerning  Financial  Condition  of  the  Company  and the Subsidiaries.  The First-Lien Administrative Agent  and the Senior Lenders, on the one hand, and
the Trustee and the Noteholders, on the other hand, shall each be responsible
for keeping themselves informed of (a) the financial condition of the
Company and the Subsidiaries and all endorsers and/or guarantors of the
Noteholder Claims or the Senior Lender Claims and (b) all other
circumstances bearing upon the risk of nonpayment of the Noteholder Claims or
the Senior Lender Claims.  The  First-Lien Administrative Agent and the
Senior Lenders shall have no duty to advise the Trustee, the Noteholder
Collateral Agent or any Noteholder of information known to it or them regarding
such condition or any such circumstances or otherwise.  In the event that the First-Lien
Administrative Agent, the Senior Credit Agent or any of the Senior Lenders, in
its or their sole discretion, undertakes at any time or from time to time to
provide any such information to the Trustee, the Noteholder Collateral Agent or
any Noteholder, it or they shall be under no obligation (w) to make, and
the First-Lien Administrative Agent, the Senior Credit Agent and the Senior
Lenders shall not make, any express or implied representation or warranty,
including with respect to the accuracy, completeness, truthfulness or validity
of any such information so provided, (x) to provide any additional
information or to provide any such information on any subsequent occasion, (y) to
undertake any investigation or (z) to disclose any 


 


24

















 


information that, pursuant to accepted or
reasonable commercial finance practices, such party wishes to maintain confidential
or is otherwise required to maintain confidential.


 


8.4           Subrogation.  The Trustee, on behalf of itself and the
Noteholders, hereby agrees not to assert or enforce any rights of subrogation
it may acquire as a result of any payment hereunder until the Discharge of
Senior Lender Claims has occurred.


 


8.5           Application  of  Payments.  Except as otherwise provided herein, all
payments received by the Senior Lenders may be applied, reversed and reapplied,
in whole or in part, to such part of the Senior Lender Claims as the Senior
Lenders, in their sole discretion, deem appropriate, consistent with the terms
of the Senior Lender Documents.  Except
as otherwise provided herein, the Trustee, on behalf of itself and the Noteholders,
assents to any such extension or postponement of the time of payment of the
Senior Lender Claims or any part thereof and to any other indulgence with
respect thereto, to any substitution, exchange or release of any security that
may at any time secure any part of the Senior Lender Claims and to the addition
or release of any other Person primarily or secondarily liable therefor.


 


8.6           Consent  to  Jurisdiction; Waivers.  The parties hereto consent to the
jurisdiction of any state or federal court located in New York, New York, and
consent that all service of process may be made by registered mail directed to
such party as provided in Section 8.7 for
such party.  Service so made shall be
deemed to be completed three days after the same shall be posted as
aforesaid.  The parties hereto waive any
objection to any action instituted hereunder in any such court based on forum non conveniens,
and any objection to the venue of any action instituted
hereunder in any such court.  Each of the
parties hereto waives any right it may have to trial by jury in respect of any
litigation based on, or arising out of, under or in connection with this
Agreement, or any course of conduct, course of dealing, verbal or written
statement or action of any party hereto in connection with the subject matter
hereof.


 


8.7           Notices.  All notices to the Noteholders and the Senior
Lenders permitted or required under this Agreement may be sent to the Trustee
and the First-Lien Administrative Agent, respectively.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telecopied or sent by
electronic mail, courier service or U.S. mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a
telecopy or electronic mail or four Business Days after deposit in the U.S.
mail (registered or certified, with postage prepaid and properly
addressed).  For the purposes hereof, the
addresses of the parties hereto shall be as set forth below each party’s name
on the signature pages hereto, or, as to each party, at such other address
as may be designated by such party in a written notice to all of the other
parties.


 


8.8           Further  Assurances.  Each of the Trustee and the Noteholder Collateral
Agent, on behalf of itself and the Noteholders, and the First-Lien
Administrative Agent, the Mortgage Tax Collateral Agent and the Senior Credit
Agent, on behalf of itself and the Senior Lenders, agrees that each of them, at
the expense of the Company, shall take such further action and shall execute
and deliver to the First-Lien Administrative Agent, the Mortgage Tax Collateral
Agent  and the Senior Credit Agent and
the Senior Lenders such additional documents and instruments (in recordable
form, if requested) as the First-Lien Administrative Agent, the 


 


25

















 


Senior Credit Agent or the Senior Lenders may
reasonably request to effectuate the terms of and the lien priorities
contemplated by this Agreement.


 


8.9           Company Notice of the
Discharge of Senior Claims.   
The Company shall provide prompt written notice to the Trustee of any
Discharge of the Senior Lender Claims.


 


8.10         Governing  Law.  This Agreement has been delivered and
accepted at and shall be deemed to have been made at New York, New York and
shall be interpreted, and the rights and liabilities of the parties bound
hereby determined, in accordance with the laws of the State of New York.


 


8.11         Binding on Successors  and  Assigns.  This Agreement shall be binding upon the
First-Lien Administrative Agent, the Senior Credit Agent, the Senior
Lenders, the Mortgage Tax Collateral Agent, the Trustee, the Noteholder
Collateral Agent, the Noteholders, 
Hovnanian, the Company, and their respective permitted successors and
assigns.


 


8.12         Specific  Performance.  The First-Lien Administrative Agent may
demand specific performance of this Agreement. 
The Trustee, on behalf of itself and the Noteholders, hereby irrevocably
waives any defense based on the adequacy of a remedy at law and any other
defense that might be asserted to bar the remedy of specific performance in any
action that may be brought by the First-Lien Administrative Agent.


 


8.13         Section Titles.  The section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of this Agreement.


 


8.14         Counterparts; Telecopy
Signatures.  This Agreement may be signed in any number of
counterparts each of which shall be an original, but all of which together
shall constitute one and the same instrument; and, delivery of executed
signature pages hereof by telecopy transmission, or other electronic
transmission in .pdf or similar
format, from one party to another shall constitute effective and binding
execution and delivery of this Agreement by such party.


 


8.15         Authorization.  By its signature, each Person executing this
Agreement on behalf of a party hereto represents and warrants to the other
parties hereto that it is duly authorized to execute this Agreement.  The First-Lien Administrative Agent  represents and warrants that this Agreement
is binding upon the Senior Lenders.


 


8.16         No  Third  Party  Beneficiaries; Successors and Assigns.  This Agreement and the rights and benefits
hereof shall inure to the benefit of, and be binding upon, each of the parties
hereto and their respective successors and assigns and shall inure to the
benefit of each of, and be binding upon, the holders of Senior Lender Claims
and Noteholder Claims.  No other Person
shall have or be entitled to assert rights or benefits hereunder.


 


8.17         Effectiveness.  This Agreement shall become effective when
executed and delivered by the parties hereto. 
This Agreement shall be effective both before and after the commencement
of any Insolvency or Liquidation Proceeding. 
All references to the Company or any other Grantor shall include the
Company or any other Grantor as debtor and debtor-in-


 


26

















 


possession and any receiver or trustee for
the Company or any other Grantor (as the case may be) in any Insolvency or
Liquidation Proceeding.


 


8.18         First-Lien Administrative
Agent and Trustee.  It is understood and agreed that (a) PNC
Bank, National Association is entering into this Agreement in its capacity as
First-Lien Administrative Agent in the Senior Credit Agreement and (b) Deutsche
Bank National Trust Company is entering in this Agreement in its capacity as
Trustee and the provisions of Article 7 of the Indenture applicable to the
Trustee thereunder shall also apply to the Trustee hereunder.


 


8.19         Designations.  For
purposes of the provisions hereof and the Indenture requiring the Company to
designate Indebtedness for the purposes of the term “First-Lien Indebtedness,”
any such designation shall be sufficient if the relevant designation is set
forth in writing, signed on behalf of the Company by an officer thereof and
delivered to the Trustee and the First-Lien Administrative Agent .  For all purposes hereof and the Indenture,
the Company hereby designates the Indebtedness incurred pursuant to the Senior
Credit Agreement as First-Lien Indebtedness.


 


8.20         Relative Rights; Conflict.  Notwithstanding
anything in this Agreement to the contrary, nothing in this Agreement is
intended to or will (a) amend, waive or otherwise modify the provisions of
the Senior Credit Agreement or the Indenture or any other Senior Lender
Documents or Noteholder Documents entered into in connection with the Senior
Credit Agreement or the Indenture or permit the Company or any Subsidiary to
take any action, or fail to take any action, to the extent such action or
failure would otherwise constitute a breach of, or default under, the Senior
Credit Agreement or any other Senior Lender Documents entered into in
connection with the Senior Credit Agreement or the Indenture or any other
Noteholder Documents entered into in connection with the Indenture, (b) change
the relative priorities of the Senior Lender Claims or the Liens granted under
the Senior Lender Documents on the Common Collateral (or any other assets) as
among the Senior Lenders, (c) otherwise change the relative rights of the
Senior Lenders in respect of the Common Collateral as among such Senior Lenders
or (d) obligate the Company or any Subsidiary to take any action, or fail
to take any action, that would otherwise constitute a breach of, or default
under, the Senior Credit Agreement or any other Senior Lender Document entered
into in connection with the Senior Credit Agreement or the Indenture or any
other Noteholder Documents entered into in connection with the Indenture.  As it relates to matters between the Trustee
and the Noteholders on the one hand, and the First-Lien Administrative Agent
and the Senior Credit Agent on the other hand, in any conflict between the
provisions of this Agreement and the Senior Lender Documents or the Noteholder
Documents, this Agreement shall govern.


 


[SIGNATURE PAGES FOLLOW]


 


27
















 


IN WITNESS WHEREOF, each of the undersigned
has caused this Intercreditor Agreement to be duly executed and delivered as of
the date first above written.


 


 


	
   

  	
   

  	
  First-Lien Administrative Agent

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  in its capacity as First-Lien Administrative Agent

  
	
  PNC Bank, National Association

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Two Tower Center,18th Floor

  	
   

  	
  By:

  	
   

  
	
  E. Brunswick, NJ 08816

  	
   

  	
  Name:

  
	
  Attention:     Douglas G. Paul

  Telephone:   (732) 220-3566

  Telecopy:      (732) 220-3744

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Senior Credit Agent

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  in its capacity as Senior Credit Agent

  
	
  PNC Bank, National Association

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Two Tower Center,18th Floor

  	
   

  	
  By:

  	
   

  
	
  E. Brunswick, NJ 08816

  	
   

  	
  Name:

  
	
  Attention:     Douglas G. Paul

  Telephone:   (732) 220-3566

  Telecopy:      (732) 220-3744

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mortgage Tax Collateral Agent

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
  WILMINGTON TRUST COMPANY

  in its capacity as Mortgage Tax Collateral Agent

  
	
  Wilmington Trust Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention: James A. Hanley

  	
   

  	
  By:

  	
   

  
	
  Address: Rodney Square North

  	
   

  	
  Name:

  
	
  1100 North Market Street 

  Wilmington, DE 19890-1605 

  Phone: 302 636 6453 

  Fax: 302 636 4145

  	
   

  	
  Title:

  



 

















 


	
  Notice Address:

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank National Trust

  Company

  	
   

  	
  DEUTSCHE BANK NATIONAL TRUST COMPANY

  in its capacity as Trustee

  
	
   

  	
   

  	
   

  
	
  Attention: Trust & Securities Services

  	
   

  	
   

  
	
  Address: 222 South Riverside Plaza, 

  	
   

  	
  By:

  	
   

  
	
  25th Floor

  	
   

  	
  Name:

  
	
  Chicago, IL 60606

  	
   

  	
  Title:

  
	
  Phone: 312-537-1159

  Fax: 312-537-1009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Noteholder Collateral Agent

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK NATIONAL TRUST COMPANY

  
	
  Deutsche Bank National Trust

  	
   

  	
  in its capacity as Noteholder Collateral Agent

  
	
  Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention: Trust & Securities Services

  	
   

  	
  By:

  	
   

  
	
  Address: 222 South Riverside Plaza, 

  	
   

  	
  Name:

  
	
  25th Floor

  	
   

  	
  Title:

  
	
  Chicago, IL 60606

  Phone: 312-537-1159

  Fax: 312-537-1009

  	
   

  	
   

  



 

















 


	
   

  	
  K. HOVNANIAN ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kevin C. Hake

  
	
   

  	
  Title:

  	
  Senior Vice-President — Finance and Treasurer

  
				



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 
















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 
















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 
















 


	
   

  	
  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, Inc., as

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
  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

  



 
















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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

  



 

















 


	
   

  	
  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:

  
	
   

  	
   

  
	
   

  	
  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