INTERCREDITOR AGREEMENT

Exhibit 10.7

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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Noteholder Documents” means collectively (a) the Indenture, the Notes, the Noteholder Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder as the same may be amended, restated or otherwise modified from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2. Lien Priorities.

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

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

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

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

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

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

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

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

Section 3. Enforcement.

3.1 Exercise of Remedies.

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

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

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

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

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

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

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

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

Section 4. Payments.

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

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

Section 5. Other Agreements.

5.1 Releases.

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

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

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

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

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

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

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

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

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

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

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

5.5 Bailee for Perfection.

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

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

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

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

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

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

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

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

5.7 Collateral Agents; Collateral Documents.

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

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

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

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

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

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

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

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

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

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

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

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

Section 6. Insolvency or Liquidation Proceedings.

6.1 Financing and Sale Issues.

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 7. Reliance; Waivers; etc.

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

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

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

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

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

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

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

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

Section 8. Miscellaneous.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[SIGNATURE PAGES FOLLOW]

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

		First-Lien Administrative Agent

Notice Address:		PNC BANK, NATIONAL ASSOCIATION in its capacity as First-Lien Administrative Agent
PNC Bank, National Association

Two Tower Center,18^th Floor		By:
X. Xxxxxxxxx, XX 00000		Name:
Attention: Xxxxxxx X. Xxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000		Title:


		Senior Credit Agent

Notice Address:		PNC BANK, NATIONAL ASSOCIATION in its capacity as Senior Credit Agent
PNC Bank, National Association

Two Tower Center,18^th Floor		By:
X. Xxxxxxxxx, XX 00000		Name:
Attention: Xxxxxxx X. Xxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000		Title:


		Mortgage Tax Collateral Agent

Notice Address:		WILMINGTON TRUST COMPANY in its capacity as Mortgage Tax Collateral Agent
Wilmington Trust Company

Attention: Xxxxx X. Xxxxxx		By:
Address: Xxxxxx Square North		Name:
0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000 000 0000 Fax: 000 000 0000		Title:

Notice Address:		Trustee

Deutsche Bank National Trust Company		DEUTSCHE BANK NATIONAL TRUST COMPANY in its capacity as Trustee

Attention: Trust & Securities Services
Address: 000 Xxxxx Xxxxxxxxx Plaza,		By:
25th Floor		Name:
Xxxxxxx, XX 00000		Title:
Phone: 000-000-0000 Fax: 000-000-0000


		Noteholder Collateral Agent

Notice Address:
		DEUTSCHE BANK NATIONAL TRUST COMPANY
Deutsche Bank National Trust		in its capacity as Noteholder Collateral Agent
Company

Attention: Trust & Securities Services		By:
Address: 000 Xxxxx Xxxxxxxxx Plaza,		Name:
25th Floor		Title:
Xxxxxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000

	X. XXXXXXXXX ENTERPRISES, INC.

	By:
	Name:		Xxxxx X. Xxxx
	Title:		Senior Vice-President — Finance and Treasurer

	HOVNANIAN ENTERPRISES, INC.


	By:
	Name:	Xxxxx X. Xxxx
	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.

	X. XXXXXXXXX ACQUISITIONS, INC.

	X. XXXXXXXXX AT BERNARDS IV, INC.

	X. XXXXXXXXX AT BRANCHBURG III, INC.

	X. XXXXXXXXX AT BRIDGEPORT, INC.

	X. XXXXXXXXX AT BRIDGEWATER VI, INC.

	X. XXXXXXXXX AT BURLINGTON III, INC.

	X. XXXXXXXXX AT BURLINGTON, INC.

	X. XXXXXXXXX AT CALABRIA, INC.

	X. XXXXXXXXX AT XXXXXXX XXXXX, INC.

	X. XXXXXXXXX AT CARMEL DEL MAR, INC.

	X. XXXXXXXXX AT CASTILE, INC.

	By:
		Xxxxx X. Xxxx
		On behalf of, and as Senior Vice-President — Finance and Treasurer of each of the foregoing corporations

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

	X. XXXXXXXXX AT CHAPARRAL, INC.

	X. XXXXXXXXX AT CLARKSTOWN, INC.

	X. XXXXXXXXX AT CRESTLINE, INC.

	X. XXXXXXXXX AT XXXXXXXXX HILLS, INC.

	X. XXXXXXXXX AT EAST WHITELAND I, INC.

	X. XXXXXXXXX AT FREEHOLD TOWNSHIP I, INC.

	X. XXXXXXXXX AT HERSHEY’S MILL, INC.

	X. XXXXXXXXX AT HACKETTSTOWN, INC.

	X. XXXXXXXXX AT HIGHLAND VINEYARDS, INC.

	X. XXXXXXXXX AT HOPEWELL IV, INC.

	X. XXXXXXXXX AT HOPEWELL VI, INC.

	X. XXXXXXXXX AT XXXXXX TOWNSHIP, INC.

	X. XXXXXXXXX AT KINGS GRANT I, INC.

	X. XXXXXXXXX AT LA TERRAZA, INC.

	X. XXXXXXXXX AT LAKEWOOD, INC.

	X. XXXXXXXXX AT LOWER SAUCON, INC.

	X. XXXXXXXXX AT MAHWAH II, INC.

	X. XXXXXXXXX AT MAHWAH VI, INC.

	X. XXXXXXXXX AT MAHWAH VII, INC.

	X. XXXXXXXXX AT MANALAPAN, INC.

	X. XXXXXXXXX AT MARLBORO II, INC.

	X. XXXXXXXXX AT MARLBORO TOWNSHIP III, INC.

	X. XXXXXXXXX AT MARLBORO TOWNSHIP IV, INC.

	X. XXXXXXXXX AT XXXXXXXXXX I, INC.

	X. XXXXXXXXX AT XXXXXX XX, INC.

	By:
		Xxxxx X. Xxxx
		On behalf of, and as Senior Vice-President — Finance and Treasurer of each of the foregoing corporations


	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

	X. XXXXXXXXX AT NORTHERN WESTCHESTER, INC.

	X. XXXXXXXXX AT NORTHLAKE, INC.

	X. XXXXXXXXX AT OCEAN TOWNSHIP, INC.

	X. XXXXXXXXX AT OCEAN WALK, INC.

	X. XXXXXXXXX AT PERKIOMEN I, INC.

	X. XXXXXXXXX AT PERKIOMEN II, INC.

	X. XXXXXXXXX AT RANCHO CRISTIANITOS, INC.

	X. XXXXXXXXX AT RESERVOIR RIDGE, INC.

	X. XXXXXXXXX AT SAN SEVAINE, INC.

	X. XXXXXXXXX AT SARATOGA, INC.

	X. XXXXXXXXX AT SAWMILL, INC.

	X. XXXXXXXXX AT SCOTCH PLAINS II, INC.

	X. XXXXXXXXX AT SMITHVILLE, INC.

	X. XXXXXXXXX AT SOUTH BRUNSWICK V, INC.

	X. XXXXXXXXX AT STONE CANYON, INC.

	X. XXXXXXXXX AT STONY POINT, INC.

	X. XXXXXXXXX AT SYCAMORE, INC.

	X. XXXXXXXXX AT TANNERY HILL, INC.

	X. XXXXXXXXX AT THE BLUFF, INC.

	X. XXXXXXXXX AT THORNBURY, INC.

	X. XXXXXXXXX AT TIERRASANTA, INC.

	X. XXXXXXXXX AT TROVATA, INC.

	X. XXXXXXXXX AT TUXEDO, INC.

	X. XXXXXXXXX AT UNION TOWNSHIP I, INC.

	By:
		Xxxxx X. Xxxx
		On behalf of, and as Senior Vice-President — Finance and Treasurer of each of the foregoing corporations


	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

	X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP I, INC.

	X. XXXXXXXXX AT UPPER MAKEFIELD I, INC.

	X. XXXXXXXXX AT XXXX RANCH, INC.

	X. XXXXXXXXX AT WALL TOWNSHIP VI, INC.

	X. XXXXXXXXX AT WALL TOWNSHIP VIII, INC.

	X. XXXXXXXXX AT WASHINGTONVILLE, INC.

	X. XXXXXXXXX AT XXXXX III, INC.

	X. XXXXXXXXX AT XXXXX V, INC.

	X. XXXXXXXXX AT WILDROSE, INC.

	X. XXXXXXXXX COMMUNITIES, INC.

	X. XXXXXXXXX COMPANIES NORTHEAST, INC.

	X. XXXXXXXXX COMPANIES OF CALIFORNIA, INC.

	X. XXXXXXXXX COMPANIES OF MARYLAND, INC.

	X. XXXXXXXXX COMPANIES OF NEW YORK, INC.

	X. XXXXXXXXX COMPANIES OF PENNSYLVANIA, INC.

	X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA, INC.

	X. XXXXXXXXX COMPANIES OF VIRGINIA, INC.

	X. XXXXXXXXX CONSTRUCTION II, INC.

	X. XXXXXXXXX CONSTRUCTION III, INC.

	X. XXXXXXXXX CONSTRUCTION MANAGEMENT, INC.

	X. XXXXXXXXX DEVELOPMENTS OF VIRGINIA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF ARIZONA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF CALIFORNIA, INC.

	By:
		Xxxxx X. Xxxx
		On behalf of, and as Senior Vice-President — Finance and Treasurer of each of the foregoing corporations


	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

	X. XXXXXXXXX DEVELOPMENTS OF CONNECTICUT, INC.

	X. XXXXXXXXX DEVELOPMENTS OF D.C., INC.

	X. XXXXXXXXX DEVELOPMENTS OF DELAWARE, INC.

	X. XXXXXXXXX DEVELOPMENTS OF GEORGIA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF ILLINOIS, INC.

	X. XXXXXXXXX DEVELOPMENTS OF INDIANA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF KENTUCKY, INC.

	X. XXXXXXXXX DEVELOPMENTS OF MARYLAND, INC.

	X. XXXXXXXXX DEVELOPMENTS OF MICHIGAN, INC.

	X. XXXXXXXXX DEVELOPMENTS OF MINNESOTA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY II, INC.

	X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY, INC.

	X. XXXXXXXXX DEVELOPMENTS OF NEW YORK, INC.

	X. XXXXXXXXX DEVELOPMENTS OF NORTH CAROLINA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF OHIO, INC.

	X. XXXXXXXXX DEVELOPMENTS OF PENNSYLVANIA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF SOUTH CAROLINA, INC.

	X. XXXXXXXXX DEVELOPMENTS OF TEXAS, INC.

	X. XXXXXXXXX DEVELOPMENTS OF WEST VIRGINIA, INC.

	X. XXXXXXXXX FORECAST HOMES NORTHERN, INC.

	X. XXXXXXXXX HOMES OF NORTH CAROLINA, INC.

	By:
		Xxxxx X. Xxxx
		On behalf of, and as Senior Vice-President — Finance and Treasurer of each of the foregoing corporations


	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

	X. XXXXXXXXX HOMES OF VIRGINIA, INC.

	X. XXXXXXXXX PA REAL ESTATE, INC.

	X. XXXXXXXXX PORT IMPERIAL URBAN RENEWAL, INC.

	X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK V, INC.

	X. XXXXXXXXX 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:
		Xxxxx X. Xxxx
		On behalf of, and as Senior Vice-President — Finance and Treasurer of each of the foregoing corporations


	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

X. XXXXXXXXX HOMES OF D.C., L.L.C.

By:	X. Xxxxxxxxx Developments of D.C., Inc., as the sole member of the foregoing limited liability company

	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		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.

X. XXXXXXXXX AT XXXX FARM, L.L.C.

X. XXXXXXXXX AT RODERUCK. L.L.C.

X. XXXXXXXXX AT WILLOW BROOK, L.L.C.

X. XXXXXXXXX COMPANIES OF METRO D.C. NORTH, L.L.C.

X. XXXXXXXXX HOMES AT CAMP SPRINGS, L.L.C.

X. XXXXXXXXX HOMES AT CIDER MILL, L.L.C.

By:	X. Xxxxxxxxx Developments of Maryland, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

X. XXXXXXXXX HOMES AT FOREST RUN, L.L.C.

X. XXXXXXXXX HOMES AT GREENWAY FARM PARK TOWNS, L.L.C.

X. XXXXXXXXX HOMES AT GREENWAY FARM, L.L.C.

X. XXXXXXXXX HOMES AT RENAISSANCE PLAZA, L.L.C.

X. XXXXXXXXX HOMES AT XXXXXXX, L.L.C.

X. XXXXXXXXX HOMES OF MARYLAND, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT KENT ISLAND CONDOMINIUMS, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT KENT ISLAND, L.L.C.

X. XXXXXXXXX’X 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:	X. Xxxxxxxxx Developments of Maryland, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

XXXXXX, L.L.C.

DULLES COPPERMINE, L.L.C.

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

X. XXXXXXXXX AT LAKE RIDGE CROSSING, L.L.C.

X. XXXXXXXXX AT LAKE TERRAPIN, L.L.C.

X. XXXXXXXXX FOUR SEASONS @ HISTORIC VIRGINIA, L.L.C.

X. XXXXXXXXX FRANCUSCUS HOMES, L.L.C.

X. XXXXXXXXX HOMES AT CAMERON STATION, L.L.C.

X. XXXXXXXXX HOMES AT BELMONT OVERLOOK, L.L.C.

X. XXXXXXXXX HOMES AT XXXXX STREET, L.L.C.

X. XXXXXXXXX HOMES AT VICTORIA STATION, L.L.C.

X. XXXXXXXXX SUMMIT HOLDINGS, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT ASHBURN VILLAGE, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT CHARLOTTESVILLE, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT DULLES DISCOVERY CONDOMINIUM, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT DULLES DISCOVERY, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT NEW KENT, L.L.C.

X. XXXXXXXXX’X FOUR SEASONS AT VINT HILL, L.L.C.

By:	X. Xxxxxxxxx Developments of Virginia, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

AUDDIE ENTERPRISES, L.L.C.

BUILDER SERVICES NJ, L.L.C.

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

X. XXXXXXXXX AT ABERDEEN URBAN RENEWAL, L.L.C.

X. XXXXXXXXX AT ALLENDALE, L.L.C.

X. XXXXXXXXX AT BARNEGAT I, L.L.C.

X. XXXXXXXXX AT BARNEGAT II, L.L.C.

X. XXXXXXXXX AT BARNEGAT III, L.L.C.

X. XXXXXXXXX AT BERKELEY, L.L.C.

X. XXXXXXXXX AT XXXXXXXX V, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

		AND

By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

X. XXXXXXXXX AT BLUE HERON PINES, L.L.C.

X. XXXXXXXXX AT BRIDGEWATER I, L.L.C

X. XXXXXXXXX AT CAMDEN I, L.L.C.

X. XXXXXXXXX AT CEDAR GROVE III, L.L.C.

X. XXXXXXXXX AT CEDAR GROVE IV, L.L.C.

X. XXXXXXXXX AT XXXXXXX I, L.L.C.

X. XXXXXXXXX AT CHESTERFIELD, L.L.C.

X. XXXXXXXXX AT CHESTERFIELD II, L.L.C.

X. XXXXXXXXX AT XXXXXXX XX, L.L.C.

X. XXXXXXXXX AT XXXXXXX, L.L.C.

X. XXXXXXXXX AT CRANBURY, L.L.C.

X. XXXXXXXXX AT CURRIES XXXXX, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT DENVILLE, L.L.C.

X. XXXXXXXXX AT DEPTFORD TOWNSHIP, L.L.C.

X. XXXXXXXXX AT DOVER, L.L.C.

X. XXXXXXXXX AT EDGEWATER II, L.L.C.

X. XXXXXXXXX AT EDGEWATER, L.L.C.

X. XXXXXXXXX AT EGG HARBOR TOWNSHIP, L.L.C.

X. XXXXXXXXX AT EGG HARBOR TOWNSHIP II, L.L.C.

X. XXXXXXXXX AT ELK TOWNSHIP, L.L.C.

X. XXXXXXXXX AT FIFTH AVENUE, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT XXXXXXXX I, L.L.C.

X. XXXXXXXXX AT XXXXXXXX XX, L.L.C.

X. XXXXXXXXX AT FOREST XXXXXXX, L.L.C.

X. XXXXXXXXX AT FRANKLIN, L.L.C.

X. XXXXXXXXX AT FREEHOLD TOWNSHIP, L.L.C.

X. XXXXXXXXX AT XXXXXXXX, L.L.C.

X. XXXXXXXXX AT GREAT NOTCH, L.L.C.

X. XXXXXXXXX AT XXXXXXXXXX, L.L.C.

X. XXXXXXXXX AT HACKETTSTOWN II, L.L.C.

X. XXXXXXXXX AT HAMBURG CONTRACTORS, L.L.C.

X. XXXXXXXXX AT HAMBURG, L.L.C.

X. XXXXXXXXX AT XXXXXXXXX, L.L.C

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT HAZLET, L.L.C.

X. XXXXXXXXX AT HILLTOP, L.L.C.

X. XXXXXXXXX AT XXXXXXX I, L.L.C.

X. XXXXXXXXX AT XXXXXXX, L.L.C.

X. XXXXXXXXX AT JERSEY CITY IV, L.L.C.

X. XXXXXXXXX AT JERSEY CITY V URBAN RENEWAL COMPANY, L.L.C.

X. XXXXXXXXX AT KEYPORT, L.L.C.

X. XXXXXXXXX AT LAFAYETTE ESTATES, L.L.C.

X. XXXXXXXXX AT XXXXXXXX V, L.L.C.

X. XXXXXXXXX AT XXXXXXX, L.L.C.

X. XXXXXXXXX AT LITTLE EGG HARBOR TOWNSHIP II, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT LITTLE EGG HARBOR CONTRACTORS, L.L.C.

X. XXXXXXXXX AT LITTLE EGG HARBOR, L.L.C.

X. XXXXXXXXX AT LITTLE EGG HARBOR III, L.L.C.

X. XXXXXXXXX AT LONG BRANCH I, L.L.C.

X. XXXXXXXXX AT MANALAPAN III, L.L.C.

X. XXXXXXXXX AT XXXXXXXXX I, L.L.C.

X. XXXXXXXXX AT MANSFIELD II, L.L.C.

X. XXXXXXXXX AT XXXXXXXXX III, L.L.C.

X. XXXXXXXXX AT MAPLE AVENUE, L.L.C.

X. XXXXXXXXX AT MARLBORO TOWNSHIP IX, L.L.C.

X. XXXXXXXXX AT MARLBORO TOWNSHIP V, L.L.C.

X. XXXXXXXXX AT MARLBORO TOWNSHIP VIII, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT MARLBORO VI, L.L.C.

X. XXXXXXXXX AT MARLBORO VII, L.L.C.

X. XXXXXXXXX AT MENDHAM TOWNSHIP, L.L.C.

X. XXXXXXXXX AT MIDDLE TOWNSHIP, L.L.C.

X. XXXXXXXXX AT MIDDLE TOWNSHIP II, L.L.C.

X. XXXXXXXXX AT MIDDLETOWN II, L.L.C.

X. XXXXXXXXX AT MIDDLETOWN, L.L.C.

X. XXXXXXXXX AT MILLVILLE I, L.L.C.

X. XXXXXXXXX AT MILLVILLE II, L.L.C.

X. XXXXXXXXX AT MILLVILLE III, L.L.C.

X. XXXXXXXXX AT XXXXXX III, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT XXXXXX XX, L.L.C.

X. XXXXXXXXX AT MONROE NJ, L.L.C.

X. XXXXXXXXX AT MONTVALE, L.L.C.

X. XXXXXXXXX AT MT. OLIVE TOWNSHIP, L.L.C.

X. XXXXXXXXX AT NEW BRUNSWICK URBAN RENEWAL, L.L.C.

X. XXXXXXXXX AT NORTH BERGEN, L.L.C.

X. XXXXXXXXX AT NORTH BRUNSWICK VI, L.L.C.

X. XXXXXXXXX AT NORTH XXXXXXXX II, L.L.C.

X. XXXXXXXXX AT NORTH XXXXXXXX III, L.L.C.

X. XXXXXXXXX AT NORTH XXXXXXXX, L.L.C.

X. XXXXXXXXX AT NORTH HALEDON, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT NORTH WILDWOOD, L.L.C.

X. XXXXXXXXX AT NORTHFIELD, L.L.C.

X. XXXXXXXXX AT OCEANPORT, L.L.C.

X. XXXXXXXXX AT OLD BRIDGE, L.L.C.

X. XXXXXXXXX AT PARAMUS, L.L.C.

X. XXXXXXXXX AT PARSIPPANY-XXXX HILLS, L.L.C.

X. XXXXXXXXX AT PEAPACK-GLADSTONE, L.L.C.

X. XXXXXXXXX AT PITTSGROVE, L.L.C.

X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL VII, L.L.C.

X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL VIII, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT PRINCETON LANDING, L.L.C.

X. XXXXXXXXX AT PRINCETON NJ, L.L.C.

X. XXXXXXXXX AT XXXXXXXX I, L.L.C.

X. XXXXXXXXX AT READINGTON II, L.L.C.

X. XXXXXXXXX AT RED BANK, L.L.C.

X. XXXXXXXXX AT RIDGEMONT, L.L.C.

X. XXXXXXXXX AT SAYREVILLE, L.L.C.

X. XXXXXXXXX AT SCOTCH PLAINS, L.L.C.

X. XXXXXXXXX AT SMITHVILLE III, L.L.C.

X. XXXXXXXXX AT XXXXXX POINT, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT SOUTH BRUNSWICK, L.L.C.

X. XXXXXXXXX AT SPARTA, L.L.C.

X. XXXXXXXXX AT SPRINGCO, L.L.C.

X. XXXXXXXXX AT SPRINGFIELD, L.L.C.

X. XXXXXXXXX AT TEANECK, L.L.C.

X. XXXXXXXXX AT THE MONARCH, L.L.C.

X. XXXXXXXXX AT TRENTON, L.L.C.

X. XXXXXXXXX AT TRENTON URBAN RENEWAL, L.L.C.

X. XXXXXXXXX AT UNION TOWNSHIP II, L.L.C.

X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP II, L.L.C.

X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP III, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT XXXXXX XXXXX RENEWAL, L.L.C.

X. XXXXXXXXX AT VINELAND, L.L.C.

X. XXXXXXXXX AT WANAQUE, L.L.C.

X. XXXXXXXXX AT XXXXXX TOWNSHIP, L.L.C.

X. XXXXXXXXX AT WASHINGTON, L.L.C.

X. XXXXXXXXX AT XXXXX IX, L.L.C.

X. XXXXXXXXX AT XXXXX VIII, L.L.C.

X. XXXXXXXXX AT WEST MILFORD, L.L.C.

X. XXXXXXXXX AT WEST WINDSOR, L.L.C.

X. XXXXXXXXX AT WILDWOOD BAYSIDE, L.L.C.

X. XXXXXXXXX AT WOODHILL ESTATES, L.L.C.

X. XXXXXXXXX AT WOOLWICH I, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX CENTRAL ACQUISITIONS, L.L.C.

X. XXXXXXXXX CHESTERFIELD INVESTMENT, L.L.C.

X. XXXXXXXXX CLASSICS, L.L.C.

X. XXXXXXXXX CLASSICS CIP, L.L.C.

X. XXXXXXXXX XXXXXX POINTE INVESTMENTS, L.L.C.

X. XXXXXXXXX HOMES – DFW, L.L.C.

X. XXXXXXXXX HOMES OF HOUSTON, L.L.C.

X. XXXXXXXXX OF HOUSTON II, L.L.C.

X. XXXXXXXXX INVESTMENTS II, L.L.C.

X. XXXXXXXXX NORTH CENTRAL ACQUISITIONS, L.L.C.

X. XXXXXXXXX NORTH JERSEY ACQUISITIONS, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX NORTHEAST SERVICES, L.L.C.

X. XXXXXXXXX SHORE ACQUISITIONS, L.L.C.

X. XXXXXXXXX SOUTHERN NEW JERSEY, X.XX.

X. XXXXXXXXX SOUTH JERSEY ACQUISITIONS, L.L.C.

X. XXXXXXXXX T&C INVESTMENT, L.L.C.

X. XXXXXXXXX VENTURE I, L.L.C.

X. XXXXXXXXX’X PRIVATE HOME PORTFOLIO, L.L.C.

TERRAPIN REALTY, L.L.C.

KHIP, L.L.C.

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the sole member of each of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member

		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

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

By:	X. Xxxxxxxxx Holdings NJ, L.L.C., as the managing member of the foregoing limited liability companies.

	By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

XXXXXX POINTE JOINT DEVELOPMENT, L.L.C.

By:	X. Xxxxxxxxx Xxxxxx Pointe Investments, L.L.C., its sole member

	By:	X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

		By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


			By:
				Xxxxx X. Xxxx
				Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT XXXXXX POINTE, L.L.C.

By:	Xxxxxx Pointe Joint Development, L.L.C., its sole member

	By:	X. Xxxxxxxxx Xxxxxx Pointe Investments, L.L.C., its sole member

		By:	X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

			By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


			By:
				Xxxxx X. Xxxx
				Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

PARK TITLE COMPANY, L.L.C.

By:	X. Xxxxxxxxx of Houston II, L.L.C., its sole member

	By:	X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

		By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


			By:
				Xxxxx X. Xxxx
				Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

PI INVESTMENTS II, L.L.C.

By:	X. Xxxxxxxxx Investments II, L.L.C., its sole member

	By:	X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

		By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


			By:
				Xxxxx X. Xxxx
				Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL IV, L.L.C.

X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL V, L.L.C.

X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL VI, L.L.C.

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

	By:	X. Xxxxxxxxx Investments II, L.L.C., its sole member

		By:	X. Xxxxxxxxx Holdings NJ, L.L.C., its sole member

			By:	X. Xxxxxxxxx Developments of New Jersey, Inc., as member


			By:
				Xxxxx X. Xxxx
				Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

			AND

	By:	X. Xxxxxxxxx Developments of New Jersey II, Inc., as member


		By:
			Xxxxx X. Xxxx
			Senior Vice-President — Finance and Treasurer

		Attest:
			Xxxxx X. Xxxxxxxx
			Secretary

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

X. XXXXXXXXX AT 3 XXXXXXX, L.L.C.

X. XXXXXXXXX AT 4S, L.L.C.

X. XXXXXXXXX AT ACQUA VISTA, L.L.C.

X. XXXXXXXXX AT ALISO, L.L.C.

X. XXXXXXXXX AT ARBOR HEIGHTS, L.L.C.

X. XXXXXXXXX AT AVENUE ONE, L.L.C.

X. XXXXXXXXX AT XXXXX XXXX, L.L.C.

X. XXXXXXXXX AT BRIDLEWOOD, L.L.C.

X. XXXXXXXXX AT CAPISTRANO, L.L.C.

X. XXXXXXXXX AT CARMEL VILLAGE, L.L.C.

X. XXXXXXXXX AT CIELO, L.L.C.

X. XXXXXXXXX AT COASTLINE, L.L.C.

X. XXXXXXXXX AT XXXXXX XXXX, L.L.C.

X. XXXXXXXXX AT EASTLAKE, L.L.C.

X. XXXXXXXXX AT ENCINITAS RANCH, L.L.C.

X. XXXXXXXXX AT EVERGREEN, L.L.C.

X. XXXXXXXXX AT GASLAMP SQUARE, L.L.C.

X. XXXXXXXXX AT HIGHWATER, L.L.C.

X. XXXXXXXXX AT XX XXXXX, L.L.C.

X. XXXXXXXXX AT LA COSTA GREENS, L.L.C.

By:	X. Xxxxxxxxx Developments of California, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

X. XXXXXXXXX AT LA HABRA KNOLLS, L.L.C.

X. XXXXXXXXX AT LAKE HILLS, L.L.C.

X. XXXXXXXXX AT LAKE RANCHO VIEJO, L.L.C.

X. XXXXXXXXX AT MATSU, L.L.C.

X. XXXXXXXXX AT MENIFEE, L.L.C.

X. XXXXXXXXX AT MOCKINGBIRD CANYON, L.L.C.

X. XXXXXXXXX AT MOSAIC, L.L.C.

X. XXXXXXXXX AT OLDE ORCHARD, L.L.C.

X. XXXXXXXXX AT ORANGE HEIGHTS, L.L.C.

X. XXXXXXXXX AT PACIFIC BLUFFS, L.L.C.

X. XXXXXXXXX AT PARK LANE, L.L.C.

X. XXXXXXXXX AT XXXXXX D’ORO, L.L.C.

X. XXXXXXXXX AT XXXXX, L.L.C.

X. XXXXXXXXX AT RANCHO SANTA XXXXXXXXX, L.L.C.

X. XXXXXXXXX AT RIVERBEND, L.L.C.

X. XXXXXXXXX AT XXXXXXXX XXXXXX, L.L.C.

X. XXXXXXXXX AT XXXXXXX HEIGHTS, L.L.C.

X. XXXXXXXXX AT SAGE, L.L.C.

X. XXXXXXXXX AT SKYE ISLE, L.L.C.

X. XXXXXXXXX AT SUNSETS, L.L.C.

X. XXXXXXXXX AT THE XXXXXX, L.L.C.

By:	X. Xxxxxxxxx Developments of California, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Xxxxx X. Xxxx
		Senior Vice-President — Finance and Treasurer

	Attest:
		Xxxxx X. Xxxxxxxx
		Secretary

X. XXXXXXXXX AT THE GABLES, L.L.C.

X. XXXXXXXXX AT THE PRESERVE, L.L.C.

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

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

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

K. HOVNANIAN INTERNATIONAL, L.L.C.

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

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

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

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

K. HOVNANIAN’S FOUR SEASONS AT MENIFEE VALLEY, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT PALM SPRINGS, L.L.C.

K. HOVNANIAN’S FOUR SEASONS, L.L.C.

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

NATOMAS CENTRAL NEIGHBORHOOD HOUSING, L.L.C.

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


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

By:	K. Hovnanian Developments of New Jersey, Inc., as member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer


AND

By:	K. Hovnanian Developments of New Jersey, Inc., as member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

BUILDER SERVICES, PA, L.L.C.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

By:	K. Hovnanian Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

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

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

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

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

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF PENNSYLVANIA, L.L.C.

RIDGEMORE UTILITY ASSOCIATES OF PENNSYLVANIA, L.L.C.

By:	K. Hovnanian Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

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

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

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

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

By:	Hovnanian Developments of Florida, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

K. HOVNANIAN COMPANIES, LLC

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

	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer


AND

By:	K. Hovnanian Developments of New Jersey II, Inc., as member of the foregoing limited liability company.

	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

By:	K. Hovnanian at Perkiomen II, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

By:	K. Hovnanian Developments of South Carolina, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, L.L.C.

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

NEW LAND TITLE AGENCY, L.L.C.

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


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

K. HOVNANIAN’S FOUR SEASONS AT RUSH CREEK, L.L.C.

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

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


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES, L.L.C.

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


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


MILLENNIUM TITLE AGENCY, LTD.

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

	By:	K. Hovnanian Developments of Ohio, Inc., as member


		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer

		Attest:
			Peter S. Reinhart
			Secretary

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

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

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

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF WEST VIRGINIA, L.L.C.

By:	K. Hovnanian Developments of West Virginia, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


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

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF MICHIGAN, L.L.C.

By:	K. Hovnanian Developments of Michigan, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

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

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

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

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

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

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

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

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

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

By:	The Matzel & Mumford Organization, Inc., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

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

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

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

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

M&M AT THE CHATEAU, X.XX.

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

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

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

MATZEL & MUMFORD AT SOUTH BOUND BROOK URBAN RENEWAL, L.L.C.

MMIP, L.L.C.

By:	M&M Investments, L.P., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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

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

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

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

PADDOCKS, L.L.C.

PINE AYR, L.L.C.

By:	K. Hovnanian Homes of Maryland, L.L.C., as the sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


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

By:	K. Hovnanian Homes - DFW, L.L.C., as the sole member of the foregoing limited liability company.

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

		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer

		Attest:
			Peter S. Reinhart
			Secretary

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

BUILDER SERVICES NY, L.L.C.

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

By:	K. Hovnanian at Northern Westchester, Inc., as the sole member of each of the foregoing limited liability companies.

	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


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

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

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

By:	K. Hovnanian Developments of Delaware, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

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


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


HOVNANIAN LAND INVESTMENT GROUP OF NORTH CAROLINA, L.L.C.

By:	K. Hovnanian Developments of North Carolina, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

K. HOVNANIAN’S FOUR SEASONS AT OLDE LIBERTY, L.L.C.

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

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

	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

By:	K. Hovnanian Developments of Indiana, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


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

MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF KENTUCKY, L.L.C.

By:	K. Hovnanian Developments of Kentucky, Inc., as the sole member of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

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

By:	K. Hovnanian Developments of Connecticut, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


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

By:	K. Hovnanian Developments of Illinois, Inc., as the sole member of the foregoing limited liability company.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


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

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

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

	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

WESTMINSTER HOMES OF ALABAMA, L.L.C.

WESTMINSTER HOMES OF MISSISSIPPI, L.L.C.

By:	Washington Homes, Inc., as sole member of each of the foregoing limited liability companies.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

		Attest:
			Peter S. Reinhart
			Secretary


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

	By:	K. Hovnanian at Lakewood, Inc., as sole member of the foregoing limited liability company


		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer


		Attest:
			Peter S. Reinhart
			Secretary

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

By:	Hovnanian Enterprises, Inc., as member.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

AND

By:	K. Hovnanian International, Inc., as member.

	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary

M&M INVESTMENTS, L.P.

By:	The Matzel & Mumford Organization, Inc., as general partner of the foregoing limited partnership.


	By:
		Kevin C. Hake
		Senior Vice-President — Finance and Treasurer

	Attest:
		Peter S. Reinhart
		Secretary


Address for Notices for each of the foregoing:

c/o K. Hovnanian Enterprises, Inc.
110 West Front St., P.O. Box 500
Red Bank, NJ 07701
Attention: Kevin C. Hake
Telephone: (732) 747-7800
Telecopy: (732) 747-6835

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Table of Contents

INTERCREDITOR AGREEMENT

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