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.
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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.
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[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 -