Exhibit 10.5




 





 


AMENDED AND RESTATED

SECURITY AGREEMENT


 


made by


 


K. HOVNANIAN ENTERPRISES, INC.,

HOVNANIAN ENTERPRISES, INC.


 


and
certain of their respective Subsidiaries



in favor of


 


PNC BANK, NATIONAL ASSOCIATION,


 


as
Administrative Agent


 


Dated
as of May 27, 2008




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINED TERMS

  	
  1

  
	
  1.1

  	
  Definitions

  	
  1

  
	
  1.2

  	
  Other Definitional Provisions

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  GRANT OF SECURITY
  INTEREST

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
  6

  
	
  3.1

  	
  Title: No Other Liens

  	
  6

  
	
  3.2

  	
  Perfected First Priority Liens

  	
  6

  
	
  3.3

  	
  Jurisdiction of Organization; Chief Executive Office

  	
  7

  
	
  3.4

  	
  Farm Products

  	
  7

  
	
  3.5

  	
  Investment Property

  	
  7

  
	
  3.6

  	
  Receivables

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  COVENANTS

  	
  7

  
	
  4.1

  	
  Maintenance of Perfected Security Interest; Further Documentation

  	
  7

  
	
  4.2

  	
  Changes in Name, etc

  	
  8

  
	
  4.3

  	
  Delivery of Instruments, Certificated Securities and Chattel Paper

  	
  8

  
	
  4.4

  	
  Intellectual Property

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 5. 

  	
  INVESTING AMOUNTS
  IN THE SECURITIES ACCOUNTS

  	
  8

  
	
  5.1

  	
  Investments

  	
  8

  
	
  5.2

  	
  Liability

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  REMEDIAL PROVISIONS

  	
  9

  
	
  6.1

  	
  Certain Matters Relating to Receivables

  	
  9

  
	
  6.2

  	
  Communications with Obligors: Grantors Remain Liable

  	
  9

  
	
  6.3

  	
  Proceeds to be Turned Over To Agent

  	
  10

  
	
  6.4

  	
  Application of Proceeds

  	
  10

  
	
  6.5

  	
  Code and Other Remedies

  	
  10

  
	
  6.6

  	
  Subordination

  	
  11

  
	
  6.7

  	
  Deficiency

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  THE AGENT

  	
  12

  
	
  7.1

  	
  Agent’s Appointment as Attorney-in-Fact. etc

  	
  12

  
	
  7.2

  	
  Duty of Agent

  	
  13

  
	
  7.3

  	
  Execution of Financing Statements

  	
  13

  
	
  7.4

  	
  Authority of Agent

  	
  14

  



 


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  SECTION 8.

  	
  MISCELLANEOUS

  	
  14

  
	
  8.1

  	
  Amendments in Writing

  	
  14

  
	
  8.2

  	
  Notices

  	
  14

  
	
  8.3

  	
  No Waiver by Course of Conduct; Cumulative Remedies

  	
  14

  
	
  8.4

  	
  Enforcement Expenses; Indemnification

  	
  14

  
	
  8.5

  	
  Successors and Assigns

  	
  15

  
	
  8.6

  	
  Set-Off

  	
  15

  
	
  8.7

  	
  Counterparts

  	
  15

  
	
  8.8

  	
  Severability

  	
  16

  
	
  8.9

  	
  Section Headings

  	
  16

  
	
  8.10

  	
  Integration

  	
  16

  
	
  8.11

  	
  GOVERNING LAW

  	
  16

  
	
  8.12

  	
  Submission To Jurisdiction; Waivers

  	
  16

  
	
  8.13

  	
  Acknowledgements

  	
  17

  
	
  8.14

  	
  Additional Grantors

  	
  17

  
	
  8.15

  	
  Releases

  	
  18

  
	
  8.16

  	
  Automatic Release of Collateral

  	
  18

  
	
  8.17

  	
  WAIVER OF JURY TRIAL

  	
  18

  
	
  8.18

  	
  No Novation

  	
  18

  
	
  8.19

  	
  Control Agreements

  	
  19

  
	
  8.20

  	
  Cash Collateral Account

  	
  19

  
	
   

  	
   

  	
   

  
	
  Schedule A - Cash Collateral Accounts

  	
   

  
	
  Schedule B - Commercial Tort Claims

  	
   

  
	
  Schedule C - Actions Required to Perfect

  	
   

  



 


ii

















 


AMENDED AND RESTATED SECURITY AGREEMENT


 


THIS AMENDED AND RESTATED
SECURITY AGREEMENT (the “Agreement”), dated as of May 27, 2008, is made by
each of the signatories hereto (together with any other entity that may become
a party hereto as provided herein, the “Grantors”), in favor of PNC
Bank, National Association, as Administrative Agent (in such capacity, the “Agent”)
for the banks and other financial institutions or entities (the “Lenders”)
from time to time parties to the Seventh Amended and Restated Credit Agreement,
dated as of March 7, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among K. Hovnanian
Enterprises, Inc., a California corporation (the “Borrower”),
Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”
and a Guarantor (as defined below)), the Lenders and the Agent.


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, pursuant to the
Credit Agreement, the Lenders have severally agreed to make extensions of
credit to the Borrower upon the terms and subject to the conditions set forth
therein;


 


WHEREAS, the Borrower is a
member of an affiliated group of companies that includes Hovnanian, the
Borrower’s parent company, and each other Grantor;


 


WHEREAS, the proceeds of the
extensions of credit under the Credit Agreement will be used in part to enable
the Borrower to make valuable transfers to one or more of the other Grantors in
connection with the operation of their respective businesses;


 


WHEREAS, the Borrower and
the other Grantors are engaged in related businesses, and each Grantor will
derive substantial direct and indirect benefit from the making of the
extensions of credit under the Credit Agreement;


 


WHEREAS, pursuant to and
under the Credit Agreement, the Borrower and the other Grantors entered into a
Security Agreement dated as of March 7, 2008 (as amended and supplemented,
the “Original Security Agreement”) pursuant to which the Grantors granted
security interests in certain of their respective assets, for the ratable
benefit of the Secured Parties (defined below);


 


WHEREAS, pursuant to the
Amendment No. 1 to the Seventh Amended and Restated Credit Agreement dated
as of May 16, 2008 (“Amendment No. 1”), the Borrower and the other
Grantors have agreed to amend and restate the Original Security Agreement in
order to grant a perfected security interest in, and Lien on, substantially all
of the assets of each Grantor, for the ratable benefit of the Secured Parties;
and


 


NOW, THEREFORE, in
consideration of the premises and to induce the Agent and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower under the Credit Agreement, each Grantor
hereby agrees with the Agent, for the ratable benefit of the Secured Parties,
as follows:


 


SECTION 1. DEFINED TERMS


 


1.1           Definitions.


 


(a)           Definitions set forth above are incorporated herein and unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings respectively given to them in the Credit Agreement, and the
following terms are used herein as defined in the New York 


 

















 


UCC:  Accounts, Chattel Paper, Commercial Tort
Claims, Deposit Account, Documents, Equipment, Electronic Chattel Paper, Farm
Products, General Intangibles, Goods, Payment Intangibles, Instruments,
Inventory, Investment Property, Letter of Credit Rights, Payment Intangibles,
Software and Supporting Obligations.


 


(b)           The following terms shall have the following meanings:


 


“Agreement”:  this Security Agreement, as the same may be
amended, restated, supplemented or otherwise modified from time to time.


 


“Cash Equivalents”: (i) cash,
marketable direct obligations of the United States of America or any agency
thereof, and certificates of deposit, demand deposits, time deposits, or
repurchase agreements issued by any Lender or any bank with a capital and
surplus of at least $25,000,000 organized under the laws of the United States
of America or any state thereof, state or municipal securities with a rating of
A-1 or better by Standard & Poor’s or by Moody’s or F-1 by Fitch,
provided that such obligations, certificates of deposit, demand deposits, time
deposits, and repurchase agreements have a maturity of less than one year from
the date of purchase, and (ii) investment grade commercial paper or debt
or commercial paper issued by a Lender or a bank holding company of a Lender
having a maturity date of one year or less from the date of purchase, and (iii) funds
holding assets primarily consisting of those described in clause (i) and
(ii).


 


“Collateral”:  as defined in Section 2.


 


“Contracts”:  any contracts and agreements for the
purchase, acquisition or sale of real or personal property or the receipt or
performance of services, any contract rights relating thereto, and all other
rights to such contract or agreements and any right to payment for or to
receive moneys due or to become due for items sold or leased or for services
rendered, together with all rights of any Grantor to damages arising thereunder
or to perform and to exercise all remedies thereunder.


 


“Collateral Account”:  any collateral account established by the
Agent as provided in Section 6.1 or 6.3.


 


“Copyright Licenses”:  any written agreement naming any Grantor as
licensor or licensee, granting any right under any Copyright, including,
without limitation, the grant of rights to 
distribute, exploit and sell materials derived from any Copyright.


 


“Copyrights”:  (i) all copyrights arising under the
laws of the United States, any other country or any political subdivision
thereof, whether registered or unregistered and whether published or
unpublished, all registrations and recordings thereof, and all applications in
connection therewith, including, without limitation, all registrations,
recordings and applications in the United States Copyright Office, and (ii) the
right to obtain all renewals thereof.


 


“Deposit Accounts”:  the collective reference to each Deposit
Account (as such term is defined in Section 1(a) hereof) in the name
of the applicable Grantor, together with any one or more securities accounts
into which any monies on deposit in any such Deposit Account may be swept or
otherwise transferred now or hereafter and from time to time, and any
additional, substitute or successor Deposit Account.


 


“Guarantors”:  the collective reference to each Grantor
other than the Borrower.


 


2

















 


“Intellectual Property”:  the collective reference to all rights,
priorities and privileges, whether arising under United States, multinational
or foreign laws, in, to and under the Copyrights, the Copyright Licenses, the
Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and
all rights to sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.


 


“Investment Property”:  the collective reference to (i) all “investment
property” as such term is defined in Section 9-102(a)(49) of the New York
UCC, and (ii) whether or not constituting “investment property” as so
defined, all Pledged Notes.


 


“Issuers”:  the collective reference to each issuer of
any Investment Property.


 


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


 


“Patent License”:  all
written agreements providing for the grant by or to any Grantor of any right to
manufacture, use or sell any invention covered in whole or in part by a Patent.


 


“Patents”:  (i) all letters patent of the United
States, any other country or any political subdivision thereof, all reissues
and extensions thereof, (ii) all applications for letters patent of the
United States or any other country and all divisions, continuations and
continuations-in-part thereof, and (iii) all rights to obtain any reissues
or extensions of the foregoing.


 


“Pledged Notes”:  all promissory notes issued to or held by any
Grantor.


 


“Proceeds”:  all “proceeds” as such term is defined in Section 9-102(a)(64)
of the New York UCC and, in any event, shall include, without limitation, all
dividends or other income from the Investment Property, collections thereon or
distributions or payments with respect thereto.


 


“Receivable”:  any right to payment for real or personal
property sold or leased or for services rendered, whether or not such right is
evidenced by a Contract, an Instrument or Chattel Paper and whether or not it
has been earned by performance (including, without limitation, any Account).


 


“Secured Obligations”:  all now existing and hereafter arising
Obligations (as defined in the Credit Agreement) of each and every Grantor and
other Loan Party to the Agent, the Lenders, or any of their respective
Affiliates under the Credit Agreement or any of the other Loan Documents,
together with any extensions, renewals, replacements or refundings thereof, and
all costs and expenses of enforcement and collection, including reasonable
attorney’s fees.


 


“Secured Parties”:  the collective reference to the Agent and the
Lenders or any Affiliate of any Lender to which any Secured Obligations are
owed.


 


“Securities Accounts”:  the collective reference to the securities
accounts in the name of the applicable Grantor and any additional, substitute
or successor account.


 


“Trademark License”:  any written agreement providing for the grant
by or to any Grantor of any right to use any Trademark.


 


“Trademarks”:  (i) all trademarks, trade names,
corporate names, company names, business names, fictitious business names,
trade styles, service marks, logos and other source or business identifiers,
and all goodwill associated therewith, now owned or hereafter acquired, all
registrations and 


 


3

















 


recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, and all common-law rights related thereto, and (ii) the
right to obtain all renewals thereof.


 


“Vehicles”:  all cars, trucks, trailers, construction and
earth moving equipment and other vehicles covered by a certificate of title law
of any state and all tires and other appurtenances to any of the foregoing.


 


1.2           Other Definitional Provisions.


 


(a)                                  The
words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Section and Schedule
references are to this Agreement unless otherwise specified.


 


(b)                                 The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


(c)                                  Where
the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or
the relevant part thereof.


 


SECTION 2.
GRANT OF SECURITY INTEREST


 


Each
Grantor hereby grants to the Agent, for the ratable benefit of the Secured
Parties, a security interest in, all of the following property now owned or at
any time hereafter acquired by such Grantor or in which such Grantor now has or
at any time in the future may acquire any right, title or interest
(collectively, the “Collateral”), as collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Secured Obligations:


 


(a)                                  all
Accounts;


 


(b)                                 all
Cash Collateral Accounts listed on Schedule A hereto, as such schedule is
amended or supplemented from time to time;


 


(c)                                  all
Chattel Paper (including, Electronic Chattel Paper);


 


(d)                                 all
Commercial Tort Claims (including those claims listed on Schedule B hereto, in
which the claim amount individually exceeds $2,000,000, as such schedule is
amended or supplemented from time to time);


 


(e)                                  all
Contracts;


 


(f)                                    all
Securities Accounts;


 


(g)                                 all
Deposit Accounts;


 


(h)                                 all
Documents (other than title documents with respect to vehicles);


 


(i)                                     all
Equipment;


 


4

















 


(j)                                     all
Fixtures;


 


(k)                                  all
General Intangibles;


 


(l)                                     all
Goods;


 


(m)                               all
Instruments;


 


(n)                                 all
Intellectual Property;


 


(o)                                 all
Inventory;


 


(p)                                 all
Investment Property;


 


(q)                                 all
Letters of Credit;


 


(r)                                    all
Letter of Credit Rights;


 


(s)                                  all
Payment Intangibles;


 


(t)                                    all
Vehicles and title documents with respect to Vehicles;


 


(u)                                 all
Receivables;


 


(v)                                 all
Software;


 


(w)                               all
Supporting Obligations;


 


(x)                                   to the
extent, if any, not included in clauses (a) through (w) above, each
and every other item of personal property whether now existing or hereafter
arising or acquired;


 


(y)                                 all
books and records pertaining to any of the Collateral; and


 


(z)                                   to the
extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing;


 


provided, however, that
notwithstanding any of the other provisions set forth in this Section 2
(and notwithstanding any recording of the Agent’s Lien in the U.S. Patent and
Trademark Office or other registry office in any jurisdiction), this Agreement
shall not constitute a grant of a security interest in, and the Collateral
shall not include, any property to the extent that such grant of a security interest
is prohibited by any applicable Law of an Official Body, requires a consent not
obtained of any Official Body pursuant to such Law or is prohibited by, or
constitutes a breach or default under or results in the termination of or gives
rise to any right of acceleration, modification or cancellation or requires any
consent not obtained under, any contract, license, agreement, instrument or
other document evidencing or giving rise to such property or, in the case of
any Investment Property, or Pledged Note, any applicable shareholder or similar
agreement, except to the extent that such Law or the term in such contract,
license, agreement, instrument or other document or shareholder or similar
agreement providing for such prohibition, breach, default or termination or
requiring such consent is ineffective under applicable Law including Sections
9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or


 


5

















 


provisions); provided,
further, that no security interest shall be granted in United States “intent-to-use”
trademark or service mark application unless and until acceptable evidence of
use of the trademark or service mark has been filed with and accepted by the
U.S. Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of
the Lanham Act (U.S.C. 1051, et. seq.), and to the extent that, and solely
during the period in which, the grant of a security interest therein would
impair the validity or enforceability of such intent-to-use trademark or
service mark applications under applicable federal Law.  After such period and after such evidence of
use has been filed and accepted, each Grantor acknowledges that such interest
in such trademark or service mark applications will become part of the
Collateral.  The Agent agrees that, at
any Grantor’s reasonable request and expense, it will provide such Grantor
confirmation that the assets described in this paragraph are in fact excluded
from the Collateral during such limited period only.


 


SECTION 3.
REPRESENTATIONS AND WARRANTIES


 


To
induce the Agent and the Lenders to enter into the Amendment No. 1 to
Credit Agreement and to induce the Lenders to continue existing, and to make
their respective new extensions of credit to the Borrower under the Credit
Agreement, each Grantor hereby represents and warrants to the Agent and each
other Secured Party that:


 


3.1           Title: 
No Other Liens.


 


Except for the security
interest granted to the Agent for the ratable benefit of the Secured Parties
pursuant to this Agreement: (i) such Grantor owns each item of the Cash
Collateral Accounts free and clear of any and all Liens or claims of others,
except for the second priority perfected security interest in favor of the
holders of the Senior Secured Five Year Notes and the third priority perfected
security interest in favor of the holders of the Third Lien Debt, as permitted
in Section 7.2.2 of the Credit Agreement and (ii) such Grantor owns
each other item of the Collateral free and clear of any and all Liens or claims
of others except with respect to the Collateral referred to in this clause (ii) for
the Permitted Liens permitted to exist on the Collateral by Section 7.2.2
of the Credit Agreement.  No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of the Agent, for the ratable benefit of the Secured
Parties, pursuant to this Agreement or as are permitted by the Credit Agreement.


 


3.2           Perfected First Priority Liens.


 


The security interests
granted pursuant to this Agreement (a) upon completion of the filings and
other actions specified on Schedule C (which, in the case of all filings and
other documents referred to on said Schedule, have been delivered to the Agent
in completed and duly executed form) will constitute valid perfected (to the
extent such security interest can be perfected by such filings or actions)
security interests in all of the Collateral in favor of the Agent, for the
ratable benefit of the Secured Parties, as collateral security for the Secured
Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase any Collateral
from such Grantor and (b) are prior to all other Liens on the Collateral
in existence on the date hereof except, (i) in the case of Collateral
other than the Cash Collateral Accounts, for Permitted Liens permitted by Section 7.2.2
of the Credit Agreement and (ii) in the case of the Cash Collateral
Accounts, for the second priority perfected security interest in favor of the
holders of the Senior Secured Five Year Notes and the third priority perfected
security interest in favor of the holders of the Third Lien Debt, as permitted
by Section 7.2.2 to the Credit Agreement.


 


6

















 


3.3           Jurisdiction of Organization; Chief Executive
Office.


 


On the date hereof, such
Grantor’s exact legal name, jurisdiction of organization, identification number
from the jurisdiction of organization (if any), and the location of such
Grantor’s chief executive office or sole place of business or principal
residence, as the case may be, are specified on Schedule 1.1(C) to
the Credit Agreement.


 


3.4           Farm Products.


 


None of the Collateral
constitutes, or is the Proceeds of, Farm Products.


 


3.5           Investment Property.


 


Such Grantor is the record
and beneficial owner of, and has good title to, the Investment Property pledged
by it hereunder, free of any and all Liens or options in favor of, or claims
of, any other Person, except the security interest created by this Agreement
and the security interests permitted pursuant to Section 7.2.2 of the
Credit Agreement.


 


3.6           Receivables.


 


No amount payable in excess
of $2,000,000 in the aggregate to all Grantors under or in connection with any
Receivables is evidenced by any Instrument or Chattel Paper which has not been
delivered to the Agent.


 


SECTION 4.
COVENANTS


 


Each
Grantor covenants and agrees with the Agent and the other Secured Parties that,
from and after the date of this Agreement until the Expiration Date and the
indefeasible payment in full of all outstanding Secured Obligations (or, with
respect to outstanding Letters of Credit, cash collateralization or other arrangements
reasonably satisfactory to the Letter of Credit Lender therefor and the Agent):


 


4.1           Maintenance of Perfected Security Interest;
Further Documentation.


 


(a)           Such Grantor shall maintain the security interest created by this
Agreement as a perfected security interest to the extent required by this
Agreement having at least the priority described in Section 3.2 and shall
defend such security interest against the claims and demands of all Persons
whomsoever other than(i) in the case of Collateral other than the Cash
Collateral Accounts,  any holder of
Permitted Liens permitted by Section 7.2.2 of the Credit Agreement and (ii) in
the case of the Cash Collateral Accounts, any holder of the Senior Five Year
Secured Notes (as defined in the Credit Agreement) and any holder of Third Lien
Debt (as defined in the Credit Agreement) to the extent such holders are
permitted to hold liens as permitted in Section 7.2.2 of the Credit
Agreement, in each case, subject to the rights of such Grantor under the Loan
Documents to dispose of the Collateral.


 


(b)           At any time and from time to time, upon the written reasonable request of
the Agent, and at the sole expense of such Grantor, such Grantor will promptly
and duly execute and deliver, and have recorded, such further instruments and
documents and take such further actions as the Agent may reasonably request for
the purpose of obtaining, perfecting or preserving the security interests
purported to be granted under this Agreement and of the rights and remedies
herein granted, including, without limitation, (i) filing any financing or
continuation statements under the Uniform Commercial Code (or other similar
laws) in effect in any jurisdiction with respect to the security interests
created hereby and (ii) in the case of the Deposit Accounts, Investment
Property, Letter of Credit Rights and the 


 


7

















 


Securities
Accounts and any other relevant Collateral, taking any actions necessary to
enable the Agent to obtain “control” (within the meaning of the applicable
Uniform Commercial Code) with respect thereto.


 


(c)           If any Grantor shall at any time acquire a Commercial Tort Claim, in which
the claim amount individually exceeds $2,000,000, such Grantor shall promptly
notify the Agent in a writing signed by such Grantor of the details thereof and
grant to the Agent for the benefit of the Secured Parties in such writing a
security interest therein and in the Proceeds thereof, with such writing to be
in form and substance satisfactory to the Agent and such writing shall
constitute a supplement to Schedule B hereto.


 


4.2           Changes in Name, etc.


 


Such Grantor will, within
thirty (30) calendar days after any change its jurisdiction of organization or
change its name, provide written notice thereof to the Agent.


 


4.3           Delivery of Instruments, Certificated
Securities and Chattel Paper.


 


If any amount in excess of
$2,000,000 in the aggregate payable under or in connection with any of the
Collateral shall be or become evidenced by any Instrument, certificated
security or Chattel Paper, such Instrument, certificated security or Chattel
Paper shall be promptly delivered to the Agent, duly indorsed in a manner
reasonably satisfactory to the Agent, to be held as Collateral pursuant to this
Agreement.


 


4.4           Intellectual Property.


 


(a)           Whenever such Grantor, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Agent on or before the date upon which the Borrower is required
to deliver financial statements pursuant to Section 7.3.1 of the Credit
Agreement for the fiscal quarter in which such filing occurs.  Upon request of the Agent, such Grantor shall
execute and deliver, and have recorded, any and all agreements, instruments,
documents, and papers as the Agent may reasonably request to evidence the Agent’s
and the other Secured Parties’ security interest in any Copyright, Patent or
Trademark and the goodwill and General Intangibles of such Grantor relating
thereto or represented thereby.


 


(b)           Such Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents and papers as the Agent may reasonably
request to evidence the Agent’s and the Secured Parties’ security interest in
such Intellectual Property and the goodwill and General Intangibles of such
Grantors relating thereto or represented thereby, including the Intellectual
Property Security Agreement attached hereto as Exhibit A.


 


SECTION 5.
INVESTING AMOUNTS IN THE SECURITIES ACCOUNTS


 


5.1           Investments.


 


If requested by the
Borrower, the Agent will, from time to time, invest amounts on deposit in the
Deposit Accounts or Securities Accounts in which the Agent for the benefit of
the Lenders holds a first priority, perfected security interest, in Cash
Equivalents pursuant to the written instructions of the Borrower.  All investments may, at the option of the
Agent, be made in the name of the Agent or a nominee of the Agent and in a
manner that preserves the Borrower’s ownership of, and the Agent’s perfected
first priority Lien on, such investments. 
All income received from such investments shall 


 


8

















 


accrue for the benefit of
the Borrower and shall be credited (immediately upon receipt by the Agent) to a
Deposit Account or Securities Account, in which Agent for the benefit of the
Secured Parties holds a first priority, perfected security interest.  The Agent will only make investments in which
it can obtain a first priority, perfected security interest, and the Borrower
hereby agrees to execute promptly any documents which the Agent may reasonably
require the Borrower to execute to implement or effectuate the provisions of
this Section.


 


5.2           Liability.


 


The Agent shall have no
responsibility to the Borrower for any loss or liability arising in respect of
the investments in the Deposit Accounts or Securities Accounts in which the
Agent for the benefit of the Secured Parties holds a first priority perfected
security interest (including, without limitation, as a result of the liquidation
of any thereof before maturity), except to the extent that such loss or
liability is found to be based on the Agent’s gross negligence or willful
misconduct as determined by a final and nonappealable decision of a court of
competent jurisdiction.


 


SECTION 6.
REMEDIAL PROVISIONS


 


6.1           Certain Matters Relating to Receivables.


 


(a)           At any time during the continuance of an Event of Default, the Agent shall
have the right to make test verifications of the Receivables in any manner and
through any medium that it reasonably considers advisable, and each Grantor
shall furnish all such assistance and information as the Agent may require in
connection with such test verifications. 
The Agent shall endeavor to provide the Borrower with notice at or about
the time of such verifications, provided that the failure to provide such
notice shall not in any way compromise or adversely affect the exercise of such
remedy or the Agent’s rights hereunder.


 


(b)           Subject to Section 7.2.10 of the Credit Agreement, the Agent hereby
authorizes each Grantor to collect such Grantor’s Receivables and the Agent may
curtail or terminate said authority at any time after the occurrence and during
the continuance of an Event of Default. 
The Agent shall endeavor to provide the Borrower with notice at or about
the time of the exercise of its rights pursuant to the preceding sentence,
provided that the failure to provide such notice shall not in any way
compromise or adversely affect the exercise of any rights or remedies
hereunder.  If requested in writing by
the Agent at any time after the occurrence and during the continuance of an
Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall
be forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the Agent
if required, in a Collateral Account maintained under the sole dominion and
control of the Agent, subject to withdrawal by the Agent for the account of the
Secured Parties only as provided in Section 6.4, and (ii) until so
turned over, shall be held by such Grantor in trust for the Agent and the
Secured Parties, segregated from other funds of such Grantor.


 


(c)           At the Agent’s written request at any time after the occurrence and during
the continuance of an Event of Default, each Grantor shall deliver to the Agent
all original and other documents evidencing, and relating to, the agreements
and transactions which gave rise to the Receivables, including without
limitation, all original orders, invoices and shipping receipts.


 


6.2           Communications with Obligors:  Grantors Remain Liable.


 


(a)           The Agent in its own name or in the name of others may after the
occurrence and during the continuance of an Event of Default communicate with
obligors under the Receivables and 


 


9

















 


parties
to the Contracts to verify with them to the Agent’s satisfaction the existence,
amount and terms of any Receivables or Contracts.  The Agent shall endeavor to provide the
Borrower with notice at or about the time of the exercise of its rights
pursuant to the preceding sentence, provided that the failure to provide such
notice shall not in any way compromise or adversely affect the exercise of any
rights or remedies hereunder.


 


(b)           Upon the written request of the Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall notify
obligors on the Receivables and parties to the Contracts that the Receivables
and the Contracts, as the case may be, have been assigned to the Agent for the
ratable benefit of the Secured Parties and that payments in respect thereof
shall be made directly to the Agent.


 


(c)           Anything herein to the contrary notwithstanding, each Grantor shall remain
liable under each of the Receivables and Contracts to observe and perform all
the conditions and obligations to be observed and performed by it thereunder,
all in accordance with the terms of any agreement giving rise thereto.  Neither the Agent nor any Secured Party shall
have any obligation or liability under any Receivable (or any agreement giving
rise thereto) or Contract by reason of or arising out of this Agreement or the
receipt by the Agent or any Secured Party of any payment relating thereto, nor
shall the Agent or any Secured Party be obligated in any manner to perform any
of the obligations of any Grantor under or pursuant to any Receivable (or any
agreement giving rise thereto) or Contract, to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by it or as
to the sufficiency of any performance by any party thereunder, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.


 


6.3           Proceeds to be Turned Over To Agent.


 


In addition to the rights of
the Agent and the Secured Parties specified in Section 6.1 with respect to
payments of Receivables, if an Event of Default shall occur and be continuing,
upon written request from the Agent, all Proceeds received by any Grantor
consisting of cash, checks and other near-cash items shall be held by such
Grantor in trust for the Agent and the Secured Parties, segregated from other
funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be
turned over to the Agent in the exact form received by such Grantor (duly
indorsed by such Grantor to the Agent, if requested).  All Proceeds received by the Agent hereunder
shall be held by the Agent in a Collateral Account maintained under its sole
dominion and control.  All such Proceeds
while held by the Agent in a Collateral Account (or by such Grantor in trust
for the Agent and the Secured Parties) shall continue to be held as collateral
security for all the Secured Obligations and shall not constitute payment
thereof until applied as provided in Section 6.4.


 


6.4           Application of Proceeds.


 


At such intervals as may be
agreed upon by the Borrower and the Agent, or, if an Event of Default shall
have occurred and be continuing, at any time at the Agent’s election, the Agent
may apply all or any part of the Collateral, whether or not held in the Deposit
Accounts, the Securities Accounts or any other Collateral Account, in payment
of the Secured Obligations in the order set forth in Section 8.2.5 of the
Credit Agreement.


 


6.5           Code and Other Remedies.


 


If an Event of Default shall
occur and be continuing, the Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any 


 


10

















 


other instrument or
agreement securing, evidencing or relating to the Secured Obligations, all
rights and remedies of a secured party under the New York UCC or any other
applicable law.  Without limiting the
generality of the foregoing, the Agent, without prior demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any prior notice required by law referred to below) to or upon any Grantor or
any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, lease, assign, give option or options to purchase,
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker’s board or office of the Agent
or any Secured Party or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk.  The Agent shall endeavor to provide the
Borrower with notice at or about the time of the exercise of remedies in the
proceeding sentence, provided that the failure to provide such notice shall not
in any way compromise or adversely affect the exercise of such remedies or the
Agent’s rights hereunder.  The Agent or
any Secured Party shall have the right upon any such public sale or sales, and,
to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in any Grantor, which right or equity is hereby waived and
released.  Each Grantor further agrees,
at the Agent’s request, to assemble the Collateral and make it available to the
Agent at places which the Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere.  The
Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.5,
after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Agent
and the Secured Parties hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the
Secured Obligations, in such order as the Agent may elect, and only after such
application and after the payment by the Agent of any other amount required by
any provision of law, including, without limitation, Section 9-615(a)(3) of
the New York UCC, need the Agent account for the surplus, if any, to any
Grantor.  To the extent permitted by
applicable law, each Grantor waives all claims, damages and demands it may
acquire against the Agent or any Secured Party arising out of the exercise by
them of any rights hereunder.  If any
prior notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition.


 


6.6           Subordination.


 


Each Grantor hereby agrees
that, upon the occurrence and during the continuance of an Event of Default,
unless otherwise agreed by the Agent, all Indebtedness owing to it by the
Borrower or any Subsidiary of the Borrower shall be fully subordinated to the
indefeasible payment in full in cash of the Secured Obligations.


 


6.7           Deficiency.


 


Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay the Secured Obligations and the fees and
disbursements of any attorneys employed by the Agent or any Secured Party to
collect such deficiency.


 


11
















 


SECTION 7. THE AGENT


 


7.1           Agent’s Appointment as
Attorney-in-Fact. etc.


 


(a)           Each Grantor hereby irrevocably constitutes and appoints the Agent and any
officer or agent thereof, 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 such Grantor and in the name of such Grantor or in its own name,
for the purpose of carrying out the terms of this Agreement, to take any and
all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Agent the power and right, on behalf of such Grantor, without
prior notice to or assent by such Grantor, to do any or all of the following:


 


(i)            in the name of
such Grantor or its own name, or otherwise, take possession of and indorse and
collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Receivable or Contract or with respect to any
other Collateral and file any claim or take any other action or proceeding in
any court of law or equity or otherwise deemed appropriate by the Agent for the
purpose of collecting any and all such moneys due under any Receivable or
Contract or with respect to any other Collateral whenever payable;


 


(ii)           in the case of any
Intellectual Property, execute and deliver, and have recorded, any and all
agreements, instruments, documents and papers as the Agent may request to
evidence the Agent’s and the Secured Parties’ security interest in such
Intellectual Property and the goodwill and General Intangibles of such Grantors
relating thereto or represented thereby;


 


(iii)          pay or
discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs or any insurance called for by the terms of this
Agreement and pay all or any part of the premiums therefor and the costs
thereof;


 


(iv)          execute, in
connection with any sale provided for in Section 6.5, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral; and


 


(v)           (1) direct
any party liable for any payment under any of the Collateral to make payment of
any and all moneys due or to become due thereunder directly to the Agent or as
the Agent shall direct; (2) ask or demand for, collect, and receive
payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral; (3) sign
and indorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral; (4) commence
and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral; (5) defend
any suit, action or proceeding brought against such Grantor with respect to any
Collateral; (6) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as
the Agent may deem appropriate; (7) assign any Copyright, Patent or
Trademark (along with the goodwill of the business to which any such Copyright,
Patent or Trademark pertains), through the world for such term or terms, on
such conditions, in such manner, as the Agent shall in its sole discretion
determine; and (8) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Agent were the absolute owner thereof for all 


 


12

















 


purposes,
and do, at the Agent’s option and such Grantor’s expense, at any time, or from
time to time, all acts and things which the Agent deems necessary to protect,
preserve or realize upon the Collateral and the Agent’s and the Secured Parties’
security interests therein and to effect the intent of this Agreement, all as
fully and effectively as such Grantor might do.


 


The Agent shall endeavor to provide the
Borrower with  notice at or about the
time of the exercise of its rights in the preceding clause (a), provided that
the failure to provide such notice shall not in any way compromise or adversely
affect the exercise of any rights or remedies hereunder.


 


(b)           If any Grantor fails to perform or comply with any of its agreements
contained herein, the Agent, at its option, but without any obligation so to
do, may perform or comply, or otherwise cause performance or compliance, with
such agreement.


 


(c)           The expenses of the Agent incurred in connection with actions undertaken
as provided in this Section 7.1, together with, if past due, interest
thereon at a rate per annum equal to the Default Rate, from the date when due
to the Agent to the date reimbursed by the relevant Grantor, shall be payable
by such Grantor to the Agent upon not less than five (5) Business Days
notice.


 


(d)           Each Grantor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof.  All
powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.


 


7.2           Duty of Agent.


 


The Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise,
shall be to deal with it in the same manner as the Agent deals with similar
property for its own account.  Neither
the Agent, any Secured Party nor any of their respective officers, directors,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any Grantor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. 
The powers conferred on the Agent and the Secured Parties hereunder are
solely to protect the Agent’s and the Secured Parties’ interests in the
Collateral and shall not impose any duty upon the Agent or any Secured Party to
exercise any such powers.  The Agent and
the Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of
their officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.


 


7.3           Execution of Financing
Statements.


 


Pursuant to any applicable
law, each Grantor authorizes the Agent to file or record financing statements
and other filing or recording documents or instruments with respect to the
Collateral without the signature of such Grantor in such form and in such
offices as the Agent determines appropriate to perfect the security interests
of the Agent under this Agreement.  Each
Grantor authorizes the Agent to use the collateral description “all personal
property” or “all assets” in any such financing statements or in any other
manner that the Agent, in its sole discretion, deems necessary, advisable or
prudent to ensure the perfection of the security interests granted hereunder.


 


13

















 


7.4           Authority of Agent.


 


Each Grantor acknowledges
that the rights and responsibilities of the Agent under this Agreement with
respect to any action taken by the Agent or the exercise or non-exercise by the
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as
between the Agent and the Secured Parties, be governed by the Credit Agreement
and by such other agreements with respect thereto as may exist from time to
time among them, but, as between the Agent and the Grantors, the Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such authority.


 


SECTION 8. MISCELLANEOUS


 


8.1           Amendments in Writing.


 


None of the terms or
provisions of this Agreement may be waived, amended, supplemented or otherwise
modified except in accordance with Section 10.1 of the Credit Agreement.


 


8.2           Notices.


 


All notices, requests and demands to or upon
the Agent or any Grantor hereunder shall be effected in the manner provided for
in Section 10.6 of the Credit Agreement; provided that any such notice,
request or demand to or upon any Grantor other than the Borrower shall be
addressed to such Grantor at its notice address set forth on Schedule 1.1(B) to
the Credit Agreement under the heading “Borrower” or “Guarantors,” as
applicable.


 


8.3           No Waiver by Course of
Conduct; Cumulative Remedies.


 


Neither the Agent nor any Secured Party shall
by any act (except by a written instrument pursuant to Section 8.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Potential Default or Event of
Default.  No failure to exercise, nor any
delay in exercising, on the part of the Agent or any Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Agent or any Secured Party of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Agent or such Secured Party would
otherwise have on any future occasion. 
The rights and remedies herein provided are cumulative, may be exercised
singly or concurrently and are not exclusive of any other rights or remedies
provided by law.


 


8.4           Enforcement Expenses;
Indemnification.


 


(a)           Each Grantor agrees to pay or reimburse each Secured Party and the Agent
for all its costs and expenses incurred in enforcing or preserving any rights
under this Agreement and the other Loan Documents to which such Grantor is a
party, including, without limitation, the reasonable fees and disbursements of
counsel (including the allocated fees and expenses of in-house counsel) to the
Agent and the Lenders.


 


(b)           Each Grantor agrees to pay, and to save the Agent and the Secured Parties
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all 


 


14

















 


stamp, excise, sales or
other taxes which may be payable or determined to be payable with respect to
any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.


 


(c)           Each Grantor agrees to pay, and to save the Agent and the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower would
be required to do so pursuant to Sections 9.5 and 10.3 of the Credit Agreement
except those resulting from the Agent’s or any Secured Party’s willful
misconduct or gross negligence.


 


(d)           The agreements in this Section 8.4 shall survive repayment of the Secured
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.


 


8.5           Successors and Assigns.


 


This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the Agent
and the Secured Parties and their successors and assigns; provided that except
as permitted by the Credit Agreement, no Grantor may assign, transfer or
delegate any of its rights or obligations under this Agreement without the
prior written consent of the Agent.


 


8.6           Set-Off.


 


Each
Grantor hereby irrevocably authorizes the Agent and each other Secured Party at
any time and from time to time while an Event of Default has occurred and is
continuing, without notice to such Grantor or any other Grantor, any such
notice being expressly waived by each Grantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by the Agent or such other
Secured Party to or for the credit or the account of such Grantor, or any part
thereof in such amounts as the Agent or such other Secured Party may elect,
against and on account of the obligations and liabilities of such Grantor to
the Agent or such other Secured Party hereunder and claims of every nature and
description of the Agent or such other Secured Party against such Grantor, in
any currency, whether arising hereunder, under the Credit Agreement or any
other Loan Document, as the Agent or such other Secured Party may elect,
whether or not the Agent or any other Secured Party has made any demand for
payment and although such obligations, liabilities and claims may be contingent
or unmatured.  The Agent and each other
Secured Party shall endeavor to notify the Borrower promptly of any such
set-off and the application made by the Agent or such other Secured Party of
the proceeds thereof, provided that the failure to give such notice shall not
affect the validity of such set-off and application.  The rights of the Agent and each other
Secured Party under this Section 8.6 are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which the
Agent or such other Secured Party may have.


 


8.7           Counterparts.


 


This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


15

















 


8.8           Severability.


 


Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating 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.


 


8.9           Section Headings.


 


The Section headings
used in this Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.


 


8.10         Integration.


 


This Agreement and the other
Loan Documents represent the agreement of the Grantors, the Agent and the
Secured Parties with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or warranties by the Agent
or any Secured Parties relative to subject matter hereof and thereof not
expressly set forth or referred to herein or in the other Loan Documents.


 


8.11         GOVERNING
LAW.


 


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


8.12         Submission To Jurisdiction;
Waivers.


 


Each Grantor hereby
irrevocably and unconditionally:


 


(a)           submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;


 


(b)           consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Grantor at its
address referred to in Section 8.2 or at such other address of which the
Agent shall have been notified pursuant thereto;


 


(d)           agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and


 


16

















 


(e)           waives, to the maximum extent not prohibited by law, any right it may have
to claim or recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.


 


8.13         Acknowledgements.


 


Each Grantor hereby
acknowledges that:


 


(a)           it has been advised by counsel in the negotiation, execution and delivery
of this Agreement and the other Loan Documents to which it is a party;


 


(b)           neither the Agent nor any Secured Party has any fiduciary relationship
with or duty to any Grantor arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Grantors,
on the one hand, and the Agent and Secured Parties, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


(c)           no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Grantors and the Secured Parties;


 


(d)           the Agent may at any time and from time to time appoint a collateral agent
to maintain any of the Collateral, maintain books and records regarding any
Collateral, release Collateral, and assist in any aspect arising in connection
with the Collateral as Agent may desire; and the Agent may appoint itself, any
affiliate or a third party as the Collateral Agent, and all reasonable costs of
the Collateral Agent shall be borne by the Grantors;


 


(e)           the defined term Obligations has been amended pursuant to Amendment No. 1,
and accordingly, the Guaranteed Indebtedness (as defined in the Guaranty
Agreement) guaranteed by each Grantor and the Secured Obligations (as defined
in each of the other Loan Documents) have likewise been amended to reflect the
amendment to the term Obligations as identified above;


 


(f)            the Commitments have been amended by Amendment No. 1 and accordingly,
the Notes have been amended and restated to reflect the amended Commitments;


 


(g)           it reaffirms all of its obligations and agreements set forth in the
Guaranty Agreement, the Security Agreement, the Pledge Agreement, the Mortgages
and each of the other Loan Documents to which it is a party, each as amended,
modified, restated or supplemented to and including the effective date of
Amendment No. 1 (the “Effective Date”); and


 


(h)           from and after the Effective Date, all Loan Documents shall be in support
of and shall secure the Obligations as defined in the Credit Agreement as
amended by Amendment No. 1, and as it may hereafter be amended,
supplemented, restated or modified from time to time.


 


8.14         Additional Grantors.


 


Each Restricted Subsidiary
of Hovnanian shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of a Guarantor Joinder and Assumption
Agreement.


 


17

















 


8.15         Releases.


 


(a)           Upon the indefeasible payment in full of all outstanding Secured
Obligations (or, with respect to outstanding Letters of Credit, cash
collateralization or other arrangements reasonably satisfactory to the Letter
of Credit Lender therefor and the Agent), the Collateral shall be automatically
released from the Liens created hereby, and this Agreement and all obligations (other
than those expressly stated to survive such termination) of the Agent and each
Grantor hereunder shall automatically terminate, all without delivery of any
instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. 
At the request and sole expense of any Grantor following any such
termination, the Agent shall deliver to such Grantor any Collateral held by the
Agent hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.


 


(b)           If any of the Collateral shall be sold or otherwise transferred pursuant
to a transaction permitted by Section 7.2.10 of the Credit Agreement, the
Liens created hereby on such Collateral shall automatically terminate.  Upon indefeasible payment in full of all
outstanding Secured Obligations (or, with respect to outstanding Letters of
Credit, cash collateralization or other arrangements reasonably satisfactory to
the Letter of Credit Lender therefor and the Agent), or if any of the
Collateral shall be requested to be released by any Grantor pursuant to this
Agreement and in accordance with the Credit Agreement, then the Agent, at the
request and sole expense of such Grantor, shall execute and deliver to such
Grantor all releases or other documents reasonably necessary or desirable for
the release of the Liens created hereby on such Collateral.


 


8.16         Automatic Release of
Collateral.


 


At any time after the
initial execution and delivery of this Agreement to the Secured Parties,
Grantors and their respective Collateral may be released from this Agreement
pursuant to Section 2.11.1 [Release of Guarantors] and Section 2.11.5
[Automatic Release of Related Collateral and Equity] of the Credit
Agreement.  No notice of such release of
any Grantor or such Grantor’s Collateral shall be required to be given to any
other Grantor and each Grantor hereby consents thereto.


 


8.17         WAIVER OF
JURY TRIAL.


 


EACH
GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


8.18         No Novation.


 


No novation is intended or
shall occur by or as a result of the Amendment No. 1 or this Amended and
Restated Security Agreement.  The
Grantors reconfirm, restate, and ratify the Credit Agreement and each of the
other Loan Documents and all other documents executed in connection therewith
except to the extent any such documents are expressly modified by the Amendment
No. 1 or this Amended and Restated Security Agreement.  Each of the Amendment No. 1 and this
Amended and Restated Security Agreement is not intended to constitute, nor does
it constitute, and interruption, suspension of continuity, satisfaction,
discharge of prior duties, novation, or termination of the liens, security
interests, indebtedness, loans, liabilities, expenses or obligations under the
Credit Agreement or the other Loan Documents. 
The Grantors, the Agent and each of the Secured Parties acknowledge and
agree that the Collateral and other liens and security interests in favor of
the Agent and the Secured Parties have continued to secure the indebtedness,
loans, liabilities, expenses, and obligations under the Credit 


 


18

















 


Agreement since the date of execution of each
applicable Loan Document, and all liens and security interests in the
Collateral, as amended hereby, and all other liens and security interests which
were granted pursuant to any of the Loan Documents shall remain in full force
and effect from and after the Effective Date hereof and the additional
collateral granted hereby and by the other Loan Documents on and after the
Effective Date hereof are included in the Collateral and serve as collateral,
as the case may be, (and, in confirmation thereof and in addition to and not in
derogation of any of the Loan Documents, the Grantors, as their interests may
appear, have each hereby and thereby granted to the Agent for the benefit of
the Secured Parties a security interest in all such assets now owned or
hereafter acquired (together with all present and future products and proceeds
thereof and attachments and accessories thereto) to secure payment and
performance of the Obligations.


 


8.19         Control
Agreements.


 


In connection with each
agreement made at any time pursuant to Sections 9-104 or 8-106 of the Uniform
Commercial Code among Agent, any one or more Grantors, and any depository
financial institution or issuer of uncertificated mutual fund shares or other
uncertificated securities, the Agent shall not deliver to any such depository
or issuer, instructions directing the disposition of the deposit or
uncertificated fund shares or other securities unless an Event of Default (as
defined in the Credit Agreement) has occurred and is continuing at such time.


 


8.20         Cash
Collateral Account.


 


Each of the Grantors and the
Agent agree that the definition of Cash Collateral Account in the Credit
Agreement (as amended by  Amendment No. 1)
is hereby amended and restated in its entirety to read as follows:


 


“Cash Collateral Account
shall mean the deposit accounts, securities accounts and money market mutual
fund shares or similar securities at or maintained or issued by the Agent or
any of the Lenders or any one or more Affiliates of Agent or any of the Lenders
and which are identified on Schedule A to the Security Agreement (as such
schedule may be amended, supplemented or modified from time to time) in which
the Agent for the benefit of the Lenders holds a first priority perfected
security interest securing payment and performance of the Obligations.”


 


[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]


 


19

















 


[SIGNATURE PAGE 1 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


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


 


 


	
   

  	
  Secured Party:

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 2 OF 54 TO THE AMENDED AND RESTATED SECURITY
AGREEMENT]


 


	
   

  	
  Debtors:

  
	
   

  	
   

  
	
   

  	
  K. HOVNANIAN ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kevin C. Hake

  
	
   

  	
  Title:

  	
  Senior Vice-President — Finance and Treasurer

  
					



 
















 


[SIGNATURE PAGE 3 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  HOVNANIAN ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kevin C. Hake

  
	
   

  	
  Title:

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EASTERN
  TITLE AGENCY, INC.

  
	
   

  	
   

  
	
   

  	
  FOUNDERS
  TITLE AGENCY, INC.

  
	
   

  	
   

  
	
   

  	
  GOVERNOR’S
  ABSTRACT CO., INC.

  
	
   

  	
   

  
	
   

  	
  HOVNANIAN
  DEVELOPMENTS OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOV INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOV IP, II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOV IP, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN ACQUISITIONS, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT BERNARDS IV, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT BRANCHBURG III, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT BRIDGEPORT, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT BRIDGEWATER VI, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT BURLINGTON III, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT BURLINGTON, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT CALABRIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT CAMERON CHASE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT CARMEL DEL MAR, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT CASTILE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

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

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 4 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT CHAPARRAL, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT CLARKSTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT CRESTLINE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT DOMINGUEZ HILLS, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT EAST WHITELAND I, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT FREEHOLD TOWNSHIP I, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HERSHEY’S MILL, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HACKETTSTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HIGHLAND VINEYARDS, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HOPEWELL IV, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HOPEWELL VI, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HOWELL TOWNSHIP, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT KINGS GRANT I, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT LA TERRAZA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT LAKEWOOD, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT LOWER SAUCON, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MAHWAH II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MAHWAH VI, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MAHWAH VII, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MANALAPAN, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MARLBORO II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MARLBORO TOWNSHIP III, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MARLBORO TOWNSHIP IV, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MONTGOMERY I, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT MONROE II, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

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

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 5 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT NORTHERN WESTCHESTER, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT NORTHLAKE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT OCEAN TOWNSHIP, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT OCEAN WALK, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT PERKIOMEN I, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT PERKIOMEN II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT RANCHO CRISTIANITOS, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT RESERVOIR RIDGE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SAN SEVAINE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SARATOGA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SAWMILL, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SCOTCH PLAINS II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SMITHVILLE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SOUTH BRUNSWICK V, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT STONE CANYON, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT STONY POINT, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT SYCAMORE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT TANNERY HILL, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT THE BLUFF, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT THORNBURY, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT TIERRASANTA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT TROVATA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT TUXEDO, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT UNION TOWNSHIP I, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

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

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 6 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT UPPER FREEHOLD TOWNSHIP I,

  INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT UPPER MAKEFIELD I, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT VAIL RANCH, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT WALL TOWNSHIP VI, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT WALL TOWNSHIP VIII, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT WASHINGTONVILLE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT WAYNE III, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT WAYNE V, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT WILDROSE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMMUNITIES, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES NORTHEAST, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES OF NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES OF SOUTHERN CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN COMPANIES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN CONSTRUCTION II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN CONSTRUCTION III, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN CONSTRUCTION MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

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

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 7 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF CONNECTICUT, INC.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF GEORGIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF ILLINOIS, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF MICHIGAN, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF MINNESOTA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF NEW JERSEY II, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF NEW JERSEY, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF NORTH

  CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF SOUTH

  CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN DEVELOPMENTS OF WEST VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN FORECAST HOMES NORTHERN, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN HOMES OF NORTH CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

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

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 8 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN HOMES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN PA REAL ESTATE, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN PORT IMPERIAL URBAN RENEWAL, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN PROPERTIES OF NORTH BRUNSWICK V, INC.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN PROPERTIES OF RED BANK, INC.

  
	
   

  	
   

  
	
   

  	
  KHC
  ACQUISITION, INC.

  
	
   

  	
   

  
	
   

  	
  LANDARAMA,
  INC.

  
	
   

  	
   

  
	
   

  	
  M&M
  AT LONG BRANCH, INC.

  
	
   

  	
   

  
	
   

  	
  MCNJ,
  INC.

  
	
   

  	
   

  
	
   

  	
  SEABROOK
  ACCUMULATION CORPORATION

  
	
   

  	
   

  
	
   

  	
  STONEBROOK
  HOMES, INC.

  
	
   

  	
   

  
	
   

  	
  THE
  MATZEL & MUMFORD ORGANIZATION, INC.

  
	
   

  	
   

  
	
   

  	
  WASHINGTON
  HOMES, INC.

  
	
   

  	
   

  
	
   

  	
  WH
  LAND I, INC.

  
	
   

  	
   

  
	
   

  	
  WH
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

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

  and Treasurer of each of the foregoing corporations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 9 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  GREENWAY
  FARMS UTILITY ASSOCIATES, L.L.C.

  
	
   

  	
   

  
	
   

  	
  HOMEBUYERS
  FINANCIAL SERVICES, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
						



 

















 


[SIGNATURE PAGE 10 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN HOMES AT FOREST RUN, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN HOMES AT RENAISSANCE PLAZA,

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  RIDGEMORE
  UTILITY, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  WH/PR
  LAND COMPANY, LLC

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 11 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  ALFORD,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  DULLES
  COPPERMINE, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 12 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  AUDDIE
  ENTERPRISES, L.L.C.

  
	
   

  	
   

  
	
   

  	
  BUILDER
  SERVICES NJ, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 
















 


[SIGNATURE PAGE 13 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 14 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT DENVILLE, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 15 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT GALLOWAY, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT HAWTHORNE, L.L.C

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 16 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 17 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 18 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 19 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 20 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 21 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE PAGE 22 OF 54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT SOUTH BRUNSWICK, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey,

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 
















 


[SIGNATURE
PAGE 23 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 24 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN CLASSICS, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN HOMES – DFW, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN NORTH CENTRAL ACQUISITIONS, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 25 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN SOUTHERN NEW JERSEY, L.LC.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  TERRAPIN
  REALTY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  KHIP,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 26 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 27 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  HUDSON
  POINTE JOINT DEVELOPMENT, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New 

  Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance 

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
							



 

















 


[SIGNATURE
PAGE 28 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Hudson Pointe Investments, 

  L.L.C., its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

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

  sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of 

  New Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance 

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
								



 

















 


[SIGNATURE
PAGE 29 OF
54 TO THE
AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  PARK
  TITLE COMPANY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New 

  Jersey, Inc., as member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
									



 

















 


[SIGNATURE
PAGE 30 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  PI
  INVESTMENTS II, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
							



 

















 


[SIGNATURE
PAGE 31 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL 

  IV, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL 

  V, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL 

  VI, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

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

  sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of

  New Jersey, Inc., as member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance 

  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of New Jersey II, 

  Inc., as member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
								



 

















 


[SIGNATURE
PAGE 32 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP OF 

  CALIFORNIA, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 
















 


[SIGNATURE
PAGE 33 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT LA HABRA KNOLLS, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT PIAZZA D’ORO, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT PRADO, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT RANCHO SANTA MARGARITA, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 34 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN INTERNATIONAL, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT BAKERSFIELD, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT BEAUMONT, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT MENIFEE 

  VALLEY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT PALM SPRINGS, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  NATOMAS
  CENTRAL NEIGHBORHOOD HOUSING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability
  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 35 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
						



 

















 


[SIGNATURE
PAGE 36 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  BUILDER
  SERVICES, PA, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT LOWER MACUNGIE TOWNSHIP II, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN AT LOWER MAKEFIELD TOWNSHIP I, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 37 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT SILVER SPRING, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN SUMMIT HOMES OF PENNSYLVANIA, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  MIDWEST
  BUILDING PRODUCTS & CONTRACTOR 

  SERVICES OF PENNSYLVANIA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  RIDGEMORE
  UTILITY ASSOCIATES OF 

  PENNSYLVANIA, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 38 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP OF FLORIDA, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hovnanian
  Developments of Florida, Inc., as the sole 

  member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 39 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN COMPANIES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Enterprises, Inc., as member of the foregoing limited
  liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
					



 

















 


[SIGNATURE
PAGE 40 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN CRAFTBUILT HOMES OF SOUTH 

  CAROLINA, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  the sole member of each of the foregoing limited 

  liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN GREAT WESTERN BUILDING 

  COMPANY, L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  NEW
  LAND TITLE AGENCY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 41 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT RUSH CREEK, 

  L.L.C.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 42 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  MIDWEST
  BUILDING PRODUCTS & CONTRACTOR 

  SERVICES, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLENNIUM
  TITLE AGENCY, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Ohio, Inc., as 

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
						



 
















 


[SIGNATURE
PAGE 43 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT HUNTFIELD, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN SUMMIT HOMES OF WEST VIRGINIA, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  MIDWEST
  BUILDING PRODUCTS & CONTRACTOR 

  SERVICES OF WEST VIRGINIA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  the sole member of each of the foregoing limited 

  liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  MIDWEST
  BUILDING PRODUCTS & CONTRACTOR 

  SERVICES OF MICHIGAN, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  sole member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 44 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Matzel & Mumford Organization, Inc., as the sole 

  member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 45 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  M&M
  AT THE CHATEAU, L.LC.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  MATZEL &
  MUMFORD AT SOUTH BOUND BROOK 

  URBAN RENEWAL, L.L.C.

  
	
   

  	
   

  
	
   

  	
  MMIP,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  M&M
  Investments, L.P., as the sole member of each of 

  the foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 46 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  PADDOCKS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  PINE
  AYR, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP OF TEXAS, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and 

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 47 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  
	
   

  	
  BUILDER
  SERVICES NY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT 

  HAMPTONBURGH, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  member of each of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  sole member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 48 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN AT MENIFEE VALLEY 

  CONDOMINIUMS, L.L.C.

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP OF NORTH 

  CAROLINA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

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

  the sole member of the foregoing limited liability 

  company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 49 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT OLDE LIBERTY, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  K.
  HOVNANIAN’S FOUR SEASONS AT RENAISSANCE, 

  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Homes of North Carolina, Inc. as the sole member of the
  foregoing limited liability companies

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 50 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  K.
  HOVNANIAN HOMES OF INDIANA, 

  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  MIDWEST
  BUILDING PRODUCTS & CONTRACTOR 

  SERVICES OF KENTUCKY, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  sole member of the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 51 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  sole member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

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

  member of the foregoing limited liability company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOVNANIAN
  LAND INVESTMENT GROUP OF GEORGIA, 

  L.L.C

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian Developments of Georgia, Inc., as the sole member of each of
  the foregoing limited liability 

  companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


[SIGNATURE
PAGE 52 OF 54
TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

  	
  WESTMINSTER
  HOMES OF ALABAMA, L.L.C.

  
	
   

  	
   

  
	
   

  	
  WESTMINSTER
  HOMES OF MISSISSIPPI, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Washington
  Homes, Inc., as sole member of each of the 

  foregoing limited liability companies.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

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

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  K.
  Hovnanian at Lakewood, Inc., as sole 

  member of the foregoing limited liability 

  company

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  	 

	
   

  	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  Attest:

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  	 

	
   

  	
   

  	
   

  	
   

  	
  Secretary

  	 

								



 
















 


[SIGNATURE
PAGE 53 OF 54 TO THE AMENDED AND RESTATED SECURITY AGREEMENT]


 


	
   

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

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Hovnanian
  Enterprises, Inc., as member.

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  	 

	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Attest:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  	 

	
   

  	
   

  	
   

  	
  Secretary

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  AND

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  K.
  Hovnanian International, Inc., as member.

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  	 

	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Attest:

  	
   

  	 

	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  	 

	
   

  	
   

  	
   

  	
  Secretary

  	 




 

















 


[SIGNATURE PAGE 54 OF 54 TO THE AMENDED AND RESTATED SECURITY
AGREEMENT]


 


	
   

  	
  M&M
  INVESTMENTS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Matzel & Mumford Organization, Inc., as general

  partner of the foregoing limited partnership.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices for each of the foregoing Debtors:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c/o K. Hovnanian
  Enterprises, Inc.

  
	
   

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

  
	
   

  	
  Red Bank, NJ 07701

  
	
   

  	
  Attention: Kevin C. Hake

  
	
   

  	
  Telephone: (732) 747-7800

  
	
   

  	
  Telecopy: (732) 747-6835

  



 

















 


SCHEDULE A


 


Cash Collateral Accounts


 


A-1

















 


SCHEDULE B


 


Commercial Tort Claims


 


B-1

















 


SCHEDULE C


 


Actions Required to Perfect


 


	
  1.

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

  
	
   

  	
   

  
	
  2.

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

  
	
   

  	
   

  
	
  3.

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

  
	
   

  	
   

  
	
  4.

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

  
	
   

  	
   

  
	
  5.

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

  
	
   

  	
   

  
	
  6.

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

  
	
   

  	
   

  
	
  7.

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

  
	
   

  	
   

  
	
  8.

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

  
	
   

  	
   

  
	
  9.

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

  
	
   

  	
   

  
	
  10.

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

  
	
   

  	
   

  
	
  11.

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

  



 


C-1

















 


	
  12.

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

  
	
   

  	
   

  
	
  13.

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

  
	
   

  	
   

  
	
  14.

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

  
	
   

  	
   

  
	
  15.

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

  
	
   

  	
   

  
	
  16.

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

  
	
   

  	
   

  
	
  17.

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

  
	
   

  	
   

  
	
  18.

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

  
	
   

  	
   

  
	
  19.

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

  
	
   

  	
   

  
	
  20.

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

  
	
   

  	
   

  
	
  21.

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

  
	
   

  	
   

  
	
  22.

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

  
	
   

  	
   

  
	
  23.

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

  



 


C-2

















 


	
  24.

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

  
	
   

  	
   

  
	
  25.

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

  
	
   

  	
   

  
	
  26.

  	
  With
  respect to the Securities Accounts and the Deposit Accounts, the bank with
  which such Securities Account and such Deposit Account are maintained
  agreeing that it will comply with instructions originated by the Agent
  directing disposition of the funds in such Securities Account and such
  Deposit Account without further consent of the relevant Grantor.

  
	
   

  	
   

  
	
  27.

  	
  With
  respect to each Grantor, the filing of a short form security agreement that
  reasonably identifies such Grantor’s registered and applied for Trademarks
  with the United States Patent and Trademark Office.

  
	
   

  	
   

  
	
  28.

  	
  With
  respect to each Grantor, the filing of a short form security agreement that
  reasonably identifies such Grantor’s Patents and Patent applications with the
  United States Patent and Trademark Office.

  
	
   

  	
   

  
	
  29.

  	
  With
  respect to each Grantor, the filing of a short form security agreement that
  reasonably identifies such Grantor’s registered and applied for Copyrights
  with the United States Copyright Office.

  



 


C-3