Exhibit 10.9


 




 


 





SECOND LIEN

SECURITY AGREEMENT


 


made by


 


K. HOVNANIAN ENTERPRISES, INC.,

HOVNANIAN ENTERPRISES, INC.


 


and certain of their respective Subsidiaries



in favor of


 


 


DEUTSCHE BANK NATIONAL TRUST COMPANY,


 


as Collateral 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

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2. GRANT OF SECURITY INTEREST

  	
  5

  
	
   

  	
   

  
	
  SECTION 3. REPRESENTATIONS AND
  WARRANTIES

  	
  7

  
	
  3.1

  	
   

  	
  Title: No
  Other Liens

  	
  7

  
	
  3.2

  	
   

  	
  Perfected
  First Priority Liens

  	
  7

  
	
  3.3

  	
   

  	
  Jurisdiction
  of Organization; Chief Executive Office

  	
  8

  
	
  3.4

  	
   

  	
  Farm
  Products

  	
  8

  
	
  3.5

  	
   

  	
  Investment
  Property

  	
  8

  
	
  3.6

  	
   

  	
  Receivables

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4. COVENANTS

  	
  8

  
	
  4.1

  	
   

  	
  Maintenance
  of Perfected Security Interest; Further Documentation

  	
  8

  
	
  4.2

  	
   

  	
  Changes in
  Name, etc.

  	
  9

  
	
  4.3

  	
   

  	
  Delivery of
  Instruments, Certificated Securities and Chattel Paper

  	
  9

  
	
  4.4

  	
   

  	
  Intellectual
  Property

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. INVESTING AMOUNTS IN THE
  SECURITIES ACCOUNTS

  	
  9

  
	
  5.1

  	
   

  	
  Investments

  	
  9

  
	
  5.2

  	
   

  	
  Liability

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6. REMEDIAL PROVISIONS

  	
  10

  
	
  6.1

  	
   

  	
  Certain
  Matters Relating to Receivables

  	
  10

  
	
  6.2

  	
   

  	
  Communications
  with Obligors: Grantors Remain Liable

  	
  11

  
	
  6.3

  	
   

  	
  Proceeds to
  be Turned Over To Agent

  	
  11

  
	
  6.4

  	
   

  	
  Application
  of Proceeds

  	
  11

  
	
  6.5

  	
   

  	
  Code and
  Other Remedies

  	
  12

  
	
  6.6

  	
   

  	
  Subordination

  	
  12

  
	
  6.7

  	
   

  	
  Deficiency

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. THE AGENT

  	
  13

  
	
  7.1

  	
   

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

  	
  13

  
	
  7.2

  	
   

  	
  Duty of
  Agent

  	
  14

  
	
  7.3

  	
   

  	
  Execution of
  Financing Statements

  	
  14

  
	
  7.4

  	
   

  	
  Authority of
  Agent

  	
  15

  
						



 


i

















 


	
  SECTION 8. MISCELLANEOUS

  	
  15

  
	
  8.1

  	
   

  	
  Amendments
  in Writing

  	
  15

  
	
  8.2

  	
   

  	
  Notices

  	
  15

  
	
  8.3

  	
   

  	
  No Waiver by
  Course of Conduct; Cumulative Remedies

  	
  15

  
	
  8.4

  	
   

  	
  Enforcement
  Expenses; Indemnification

  	
  15

  
	
  8.5

  	
   

  	
  Successors
  and Assigns

  	
  16

  
	
  8.6

  	
   

  	
  Set-Off

  	
  16

  
	
  8.7

  	
   

  	
  Counterparts

  	
  16

  
	
  8.8

  	
   

  	
  Severability

  	
  16

  
	
  8.9

  	
   

  	
  Section Headings

  	
  17

  
	
  8.10

  	
   

  	
  Integration

  	
  17

  
	
  8.11

  	
   

  	
  GOVERNING LAW

  	
  17

  
	
  8.12

  	
   

  	
  Submission
  To Jurisdiction; Waivers

  	
  17

  
	
  8.13

  	
   

  	
  Acknowledgements

  	
  17

  
	
  8.14

  	
   

  	
  Additional
  Grantors

  	
  18

  
	
  8.15

  	
   

  	
  Releases

  	
  18

  
	
  8.16

  	
   

  	
  Automatic
  Release of Related Collateral

  	
  18

  
	
  8.17

  	
   

  	
  WAIVER OF JURY TRIAL

  	
  19

  
	
  8.18

  	
   

  	
  No Novation

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  A - Cash Collateral Accounts

  	
   

  
	
  Schedule
  B - Commercial Tort Claims

  	
   

  
	
  Schedule
  C - Actions Required to Perfect

  	
   

  
	
  Schedule
  D - Listing of Certain Information Relating to Grantors

  	
   

  
	
   

  	
   

  
	
  Exhibit A
  – Joinder Agreement

  	
   

  



 


ii

















 


SECOND LIEN SECURITY AGREEMENT


 


THIS SECOND LIEN 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 Deutsche Bank National Trust
Company, as Collateral Agent (in such capacity, the “Agent”) for the
benefit of itself, the Trustee (as defined below) and the Noteholders (as
defined below).


 


W  I  T  N  E  S  S  E  T
H:


 


WHEREAS, pursuant 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 “Issuer”), Hovnanian Enterprises, Inc., a Delaware
corporation (“Hovnanian”), the Lenders now or hereafter party thereto
(the “Lenders”), and PNC Bank National Association, as administrative
agent (the “Administrative Agent”), the Lenders have provided certain
loans and other financial accommodations to the Issuer;


 


WHEREAS, the Issuer, Hovnanian and each of
the other Guarantors (as defined in the Secured Note Indenture) have entered
into the Indenture, dated as of May 27, 2008 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Secured
Note Indenture”) with the Deutsche Bank National Trust Company as trustee
(in such capacity, the “Trustee”),
pursuant to which the Issuer issued 11 1/2 % Senior Secured Notes due 2013
(collectively, the “Secured Notes”);


 


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


 


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


 


WHEREAS, the proceeds of the issuance of
Secured Notes under the Secured Note Indenture will be used in part to enable
the Issuer to make valuable transfers to one or more of the other Grantors in
connection with the operation of their respective businesses;


 


WHEREAS, the Issuer and the other Grantors
are engaged in related businesses, and each Grantor will derive substantial
direct and indirect benefit from the proceeds of the Secured Notes;


 


NOW, THEREFORE, in consideration of the
premises and to induce the Noteholders to purchase Secured Notes, 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 Secured Note Indenture and used herein shall have the meanings
respectively 


 

















 


given to them in the Secured Note Indenture
or, if not defined herein or therein, in the Intercreditor 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 Second Lien Security Agreement, as the
same may be amended, restated, supplemented or otherwise modified from time to
time.


 


“Cash Collateral Account”: any deposit
accounts, securities accounts and money market mutual fund shares or similar
securities accounts at or maintained or issued by the Administrative Agent or
any of the Lenders or any one or more Affiliates of the Administrative Agent or
any of the Lenders and which are identified on Schedule A hereto in which the
Agent, for the benefit of the Secured Parties, holds a perfected security
interest securing payment and performance of the Secured Obligations
(including, for the avoidance of doubt, each “Cash Collateral Account” as
defined in the Credit Agreement).


 


“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
Perfection 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.


 


2

















 


“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.


 


“Discharge of Senior Lender Claims”:
has the meaning set forth in the Intercreditor Agreement.


 


“Excluded Accounts” shall mean at any time those deposit,
checking or securities accounts of any of the Grantors (i) that
individually have an average monthly balance (over the most recent ended
3-month period) less than $250,000 and which together do not have an average
monthly balance (for such 3-month period) in excess of $2,000,000 in the
aggregate, (ii) all escrow accounts (in which funds are held for or of
others by virtue of customary real estate practice or contractual or legal
requirements) and (iii) such other accounts with respect to which the
Perfection Agent reasonably determines that the cost of perfecting a Lien
thereon is excessive in relation to the benefit thereof.


 


“First Lien Security Agreement”: the “Security
Agreement” as defined in the Credit Agremeent.


 


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


 


“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.


 


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


 


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


 


“Noteholder”: “Holder” or “Holder of
Notes” as defined in the Secured Note Indenture.


 


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


 


“Noteholder
Document” means collectively (a) the Secured Note Indenture, the
Secured Notes and the Noteholder Collateral Documents and (b) any other
related document or instrument executed and delivered pursuant to any
Noteholder Document described in clause (a) above evidencing or 


 


3

















 


governing any Secured
Obligations as the same may be amended, restated or otherwise modified from
time to time.


 


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


 


“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.


 


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


 


“Permitted Encumbrance”: set forth in Section 3.1.


 


“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 Second
Priority Lien Obligations (as defined in the Secured Note Indenture) of the
Issuer and each and every other Grantor, 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, the
Trustee and the Noteholders, in each case 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 recordings thereof, and all applications in connection
therewith, whether in the United States Patent and 


 


4

















 


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;


 


(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;


 


(j)                                     all Fixtures;


 


5

















 


(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, (i) any property or assets designated as “Excluded
Property” pursuant to paragraph (c) of the definition of “Permitted
Investment” in the Secured Note Indenture or (ii) 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
provisions); provided, further,


 


6

















 


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


 


SECTION 3.
REPRESENTATIONS AND WARRANTIES


 


To induce the Noteholders to
purchase the Secured Notes, 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 first priority perfected security interest securing the Senior
Lender Claims (as defined in the Intercreditor Agreement) and the third
priority security interests securing the Third Lien Obligations (as defined in
the Intercreditor 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 Liens
permitted to exist on the Collateral by Section 7.2.2 of the Credit
Agreement and Section 4.08 of the Secured Note Indenture (“Permitted
Encumbrances”).  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 with respect to
Permitted Encumbrances.


 


3.2                                 Perfected
Second 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 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 Encumbrances and (ii) in the case of the Cash
Collateral Accounts, for the first priority perfected security interest
securing the Senior Lender Claims (as defined in


 


7
















 


the Intercreditor Agreement) and the third priority
security interests securing the Third Lien Obligations (as defined in the
Intercreditor Agreement).


 


3.3                                 Jurisdiction
of Organization; Chief Executive Office.


 


On the date hereof, such
Grantor’s exact legal name, jurisdiction of organization and identification
number from the jurisdiction of organization (if any), are specified on
Schedule D hereto.


 


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 Permitted Encumbrances.


 


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 Perfection 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 payment in full of all outstanding Secured
Obligations:


 


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 Encumbrances and (ii) in the case of the Cash Collateral
Accounts, for the first priority perfected security interest securing the
Senior Lender Claims (as defined in the Intercreditor Agreement) and the third
priority security interests securing the Third Lien Obligations (as defined in
the Intercreditor Agreement), in each case, subject to the rights of such
Grantor under the Noteholder Documents to dispose of the Collateral.


 


(b)                                 At any time and
from time to time such Grantor will promptly and duly execute and deliver, and
have recorded, such further instruments and documents and take such further
actions as shall be necessary, or that 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 Securities Accounts and any other
relevant Collateral, taking any actions necessary to enable the Perfection
Agent to obtain “control” (within the meaning of the applicable Uniform
Commercial Code) with respect thereto, provided
that the Grantor shall not be required to take


 


8

















 


any of the actions set forth in this
clause (ii) with respect to (x) Excluded Accounts and (y) prior
to the Discharge of Senior Lender Claims, any Deposit Account or Securities
Account with respect to which the Administrative Agent (or other Senior Credit
Agent as defined in the Intercreditor Agreement) does not have “control”
(within the meaning of the applicable Uniform Commercial Code); provided, further
that following the Discharge of Senior Lender Claims, the Grantor shall only be
required to take the actions set forth in this clause (ii) with respect to
Deposit Accounts and Securities Accounts if reasonably requested by the Agent.


 


(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 Perfection Agent, duly indorsed in a
manner reasonably satisfactory to the Perfection Agent.


 


4.4                                 Intellectual
Property.


 


(a)                                  Prior to the
Discharge of Senior Lender Claims, such Grantor, if requested to do so with
respect to the Senior Lender Claims by the Administrative Agent pursuant to Section 4.4
of the First Lien Security Agreement, shall execute and deliver to Agent, and
have recorded, any and all agreements, instruments, documents, and papers to
evidence the Agent’s and the other Secured Parties’ second lien security
interest in any Copyright, Patent or Trademark and the goodwill and General
Intangibles of such Grantor relating thereto or represented thereby.  On and after the Discharge of Senior Lender
Claims, such Grantor shall promptly execute and deliver, and have recorded, any
and all agreements, instruments, documents, and papers as may be necessary to
create and perfect 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’s
obligations under Section 4.4(a) above shall include executing and
delivering, and having recorded, with respect to such Collateral, 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 Issuer,
the Perfection 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 Secured Parties holds perfected security interest, in Cash Equivalents
pursuant to the written instructions of the Issuer.  All investments may, at the option of the
Perfection Agent, be made in the name of the Perfection Agent


 


9

















 


or a nominee of the Perfection Agent and in a manner
that preserves the Issuer’s ownership of, and the Agent’s perfected Lien on,
such investments.  Subject to the
Intercreditor Agreement, all income received from such investments shall accrue
for the benefit of the Issuer and shall be credited (immediately upon receipt
by the Perfection Agent) to a Deposit Account or Securities Account, in which
Agent for the benefit of the Secured Parties holds a perfected security
interest.  The Agent, as the Perfection
Agent, will only make investments in which it can obtain a perfected security
interest, and the Issuer hereby agrees to execute promptly any documents which
the Perfection Agent may reasonably require the Issuer to execute to implement
or effectuate the provisions of this Section.


 


5.2                                 Liability.


 


The Agent shall have no
responsibility to the Issuer 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 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 Issuer 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)                                 The Agent
hereby authorizes each Grantor to collect such Grantor’s Receivables and,
subject to the Intercreditor Agreement, 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 Issuer with notice at or about the time of the exercise
of its rights pursuant to the preceding sentence, provided that the failure to
provide such notice shall not in any way compromise or adversely affect the
exercise of any rights or remedies hereunder. 
Subject to the Intercreditor Agreement, 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
Perfection Agent if required, in a Collateral Account maintained under the sole
dominion and control of the Perfection Agent, subject to withdrawal by the
Perfection Agent to be applied (x) prior to the Discharge of Senior Lender
Claims, in accordance with the First Lien Security Agreement and (y) thereafter
pursuant to Section 6.4 below, and (ii) until so turned over, shall
be held by such Grantor in trust for the Perfection Agent, 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 Perfection 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.


 


10

















 


6.2                                 Communications
with Obligors:  Grantors Remain Liable.


 


(a)                                  Subject to the
Intercreditor Agreement, 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 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 Issuer with notice at or about the time of the
exercise of its rights pursuant to the preceding sentence, provided that the
failure to provide such notice shall not in any way compromise or adversely
affect the exercise of any rights or remedies hereunder.


 


(b)                                 Subject to the
Intercreditor Agreement, 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, and subject to the Intercreditor Agreement, 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 Perfection
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 Perfection
Agent in the exact form received by such Grantor (duly indorsed by such Grantor
to the Perfection Agent, if requested). 
All Proceeds received by the Perfection Agent hereunder shall be held by
the Perfection Agent in a Collateral Account maintained under its sole dominion
and control.  All such Proceeds while
held by the Perfection 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.


 


If an Event of Default shall
have occurred and be continuing, at any time at the Agent’s election, subject
to the Intercreditor Agreement, 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 the Secured Note Indenture.


 


11

















 


6.5                                 Code
and Other Remedies.


 


Subject to the Intercreditor
Agreement, 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 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, subject to the
Intercreditor Agreement, 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 Issuer 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
Issuer or any Subsidiary of the Issuer 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.


 


12

















 


SECTION 7. THE AGENT


 


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


 


(a)                                  Subject to the
Intercreditor Agreement, 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


 


13

















 


Collateral
as fully and completely as though the Agent were the absolute owner thereof for
all 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
Issuer 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.


 


14

















 


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 Secured Note
Indenture 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 Article 9 of the Secured Note
Indenture.


 


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 13.03 of the Secured Note Indenture.


 


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 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 Noteholder 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 Secured Parties.


 


(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 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,


 


15

















 


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 Issuer would
be required to do so pursuant to Section 7.07 of the Secured Note
Indenture 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
termination of the Noteholder 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 Secured Note Indenture, 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.


 


Subject
to the Intercreditor Agreement, 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 Secured Note Indenture or any other Noteholder 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 Issuer 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.


 


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.


 


16

















 


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
Noteholder 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 Noteholder 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 Noteholder 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


 


(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:


 


17
















 


(a)                                  it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Noteholder 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 Noteholder 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 Noteholder Document or
otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Grantors and the Secured Parties; and


 


(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.


 


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 Joinder Agreement, substantially
in the form of Exhibit A hereto.


 


8.15                           Releases.


 


(a)                                  Upon
the indefeasible payment in full of all outstanding Secured Obligations, 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 the Secured Note Indenture, the Liens created hereby
on such Collateral shall automatically terminate to the extent provided for in Section 11.04
of the Secured Note Indenture.  If the
Liens on any Collateral are released by the Administrative Agent, the Liens
created hereby shall be automatically, unconditionally and simultaneously
released as provided in the Intercreditor Agreement.  At the request and sole expense of such
Grantor, the Agent shall deliver to such Grantor any Collateral held by the
Agent hereunder, and execute and deliver to such Grantor such documents as the
Grantor shall reasonably request to evidence such termination or release.


 


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 11.04
of the Secured Note Indenture, or at the times and to the extent required by
the Intercreditor Agreement.  No notice
of such release of any Grantor or such Grantor’s Collateral shall be required
to be given to any other Grantor and each Grantor hereby consents thereto.


 


18

















 


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 NOTEHOLDER
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


8.18                           Intercreditor
Agreement.


 


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


 


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 the Agent, any one or more
Grantors, and any depository financial institution or issuer of uncertificated
mutual fund shares or other uncertificated securities and any other Persons
party thereto, 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 has occurred and is
continuing at such time.


 


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:


 


	
   

  	
  DEUTSCHE BANK NATIONAL TRUST COMPANY, as

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


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


 


 


	
  

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hovnanian
  Enterprises, Inc., as member.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  K.
  Hovnanian International, Inc., as member.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  



 

















 


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


 


 


	
  

  	
  M&M
  INVESTMENTS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Matzel & Mumford Organization, Inc., as general

  partner of the foregoing limited partnership.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin
  C. Hake

  
	
   

  	
   

  	
   

  	
  Senior Vice-President — Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  S. Reinhart

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address
  for Notices for each of the foregoing 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this 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 D of this
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 D of this 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 D of this
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 D of this 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 D of this 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 D of this Agreement, the
filing of a Uniform Commercial Code Financing Statement that reasonably
identifies the Collateral with the Texas Secretary of State.


 


24.   With respect to each Loan Party organized under the
laws of the state of Virginia as identified on Schedule D of this Agreement,
the filing of a Uniform Commercial Code Financing Statement that 


 


C-2

















 


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 D of this
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 Perfection 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

















 


SCHEDULE D


 


Certain Information relating to Grantors


 


C-4

















 


EXHIBIT A


 


Form of
Joinder Agreement


 


This JOINDER AND ASSUMPTION AGREEMENT is made                       
by                                                   ,
a
                                                    
(the “New Grantor”).


 


Reference is made to (i) the Indenture,
dated as of May 27, 2008 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “Secured Note Indenture”)
between the K. Hovnanian Enterprises, Inc., a California corporation (“Issuer”),
Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”),
each of the other Guarantors party thereto and Deutsche Bank National Trust
Company as trustee (in such capacity, the “Trustee”), pursuant to which the Issuer issued 11 1/2 % Senior Secured Notes due 2013
(collectively, and together with any additional notes issued under such Secured
Note Indenture, the “Secured Notes”); (ii) the Supplemental
Indenture dated [    ] pursuant to which the New Grantor
became party to the Indenture as a Guarantor, (iii) the Second Lien Security Agreement by each
of the Grantors (as defined therein) in favor of the Trustee as
collateral agent (in such capacity, the “Agent”) for the benefit of itself, the Trustee and
the Noteholders (as the same may be modified, supplemented, amended or
restated, the “Security Agreement”) and (iv) the Second Lien Pledge
Agreement by each of the Pledgors (as defined therein) in favor of the Agent
for the benefit of itself, the Trustee and the Noteholders (as the same may be
modified, supplemented, amended or restated, the “Pledge Agreement”).  Capitalized terms used but not otherwise
defined herein shall have the meaning set forth in the Security Agreement or,
if not defined therein, the Pledge Agreement.


 


The New Grantor hereby agrees that effective as of
the date hereof it hereby is, and shall be deemed to be, a Grantor under the
Security Agreement and a Pledgor under the Pledge Agreement and agrees that
from the date hereof until the payment in full of the Secured Obligations and
the performance of all other obligations of Issuer under the Noteholder
Documents, New Grantor has assumed the obligations of a Grantor and Pledgor
under, and New Grantor shall perform, comply with and be subject to and bound
by, jointly and severally, each of the terms, provisions and waivers of, the
Security Agreement, the Pledge Agreement and each of the other Noteholder
Documents which are stated to apply to or are made by a Grantor.  Without limiting the generality of the
foregoing, the New Grantor hereby represents and warrants that each of the
representations and warranties set forth in the Security Agreement and the
Pledge is true and correct as to New Grantor on and as of the date hereof as if
made on and as of the date hereof by New Grantor.


 


New Grantor hereby makes, affirms, and ratifies in
favor of the Secured Parties and the Agent the Security Agreement, the Pledge
Agreement and each of the other Noteholder Documents given by the Grantors to
the Agent. In furtherance of the foregoing, New Grantor shall execute and
deliver or cause to be executed and delivered at any time and from time to time
such further instruments and documents and do or cause to be done such further
acts as may be reasonably necessary to carry out more effectively the
provisions and purposes of this Joinder Agreement.


 


 


IN WITNESS WHEREOF, the New Grantor has duly executed
this Joinder Agreement and delivered the same to the Agent for the benefit of
the Secured Parties, as of the date and year first written above.


 


	
   

  	
  [NAME OF NEW GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


C-5