BY ANY MEANS
AUTHORIZED BY LAW.
17.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND
BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH, WHEN SO
EXECUTED, SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
EACH PLEDGOR ACKNOWLEDGES AND AGREES
THAT A TELECOPY TRANSMISSION TO THE AGENT OR ANY SECURED PARTY OF THE SIGNATURE
PAGES HEREOF PURPORTING TO BE SIGNED ON BEHALF OF ANY PLEDGOR SHALL CONSTITUTE
EFFECTIVE AND BINDING EXECUTION AND DELIVERY HEREOF BY SUCH PLEDGOR.
18.
EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR AND EACH OF THE
COMPANIES HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER NOTEHOLDER DOCUMENTS OR TRANSACTIONS RELATING
THERETO.
19.
ALL NOTICES, REQUESTS, DEMANDS, DIRECTIONS AND OTHER
COMMUNICATIONS (COLLECTIVELY, "NOTICES") GIVEN TO OR MADE UPON ANY PARTY HERETO
UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE AS SET FORTH IN SECTION 13.03 OF
THE SECURED NOTE INDENTURE.
20.
EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT, IN ADDITION TO THE
OTHER RIGHTS OF THE AGENT HEREUNDER AND UNDER THE OTHER NOTEHOLDER DOCUMENTS,
BECAUSE THE AGENT'S REMEDIES AT LAW FOR FAILURE OF SUCH PLEDGOR TO COMPLY WITH
THE PROVISIONS HEREOF RELATING TO THE AGENT'S RIGHTS (I) TO INSPECT THE BOOKS
6
AND RECORDS RELATED TO THE PLEDGED COLLATERAL, (II) TO RECEIVE THE VARIOUS
NOTIFICATIONS SUCH PLEDGOR IS REQUIRED TO DELIVER HEREUNDER, (III) TO OBTAIN
COPIES OF AGREEMENTS AND DOCUMENTS AS PROVIDED HEREIN WITH RESPECT TO THE
PLEDGED COLLATERAL, (IV) TO ENFORCE THE PROVISIONS HEREOF PURSUANT TO WHICH THE
SUCH PLEDGOR HAS APPOINTED THE AGENT ITS ATTORNEY-IN-FACT, AND (V) TO ENFORCE
THE AGENT'S REMEDIES HEREUNDER, WOULD BE INADEQUATE AND THAT ANY SUCH FAILURE
WOULD NOT BE ADEQUATELY COMPENSABLE IN DAMAGES, SUCH PLEDGOR AGREES THAT EACH
SUCH PROVISION HEREOF MAY BE SPECIFICALLY ENFORCED.
21.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND
SECURITY INTEREST GRANTED TO THE SECURED PARTY PURSUANT TO THIS AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE SECURED PARTY 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.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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[SIGNATURE PAGE 1 OF 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers or agents thereunto duly authorized, as of the date
first above written.
8
DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Agent
By:
Name:
Title:
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By:
Name:
Title:
10
[SIGNATURE PAGE 2 OF 54 TO THE INTELLECTUAL PROPERTY SECURITY AGREEMENT]
Pledgors:
K. HOVNANIAN ENTERPRISES, INC.
By:
Name: Kevin C. Hake
Title: Senior Vice-President - Finance and Treasurer
11
[SIGNATURE PAGE 3 OF 54 TO THE INTELLECTUAL PROPERTY SECURITY AGREEMENT]
HOVNANIAN ENTERPRISES, INC.
By:
Name: