AMENDED AND RESTATED SECURITY AGREEMENT

Exhibit 10.5

AMENDED AND RESTATED
SECURITY AGREEMENT

made by

X. XXXXXXXXX ENTERPRISES, INC.,
HOVNANIAN ENTERPRISES, INC.

and certain of their respective Subsidiaries

in favor of

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

Dated as of May 27, 2008

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINED TERMS	1
1.1	Definitions	1
1.2	Other Definitional Provisions	4
SECTION 2.	GRANT OF SECURITY INTEREST	4
SECTION 3.	REPRESENTATIONS AND WARRANTIES	6
3.1	Title: No Other Liens	6
3.2	Perfected First Priority Liens	6
3.3	Jurisdiction of Organization; Chief Executive Office	7
3.4	Farm Products	7
3.5	Investment Property	7
3.6	Receivables	7
SECTION 4.	COVENANTS	7
4.1	Maintenance of Perfected Security Interest; Further Documentation	7
4.2	Changes in Name, etc	8
4.3	Delivery of Instruments, Certificated Securities and Chattel Paper	8
4.4	Intellectual Property	8
SECTION 5.	INVESTING AMOUNTS IN THE SECURITIES ACCOUNTS	8
5.1	Investments	8
5.2	Liability	9
SECTION 6.	REMEDIAL PROVISIONS	9
6.1	Certain Matters Relating to Receivables	9
6.2	Communications with Obligors: Grantors Remain Liable	9
6.3	Proceeds to be Turned Over To Agent	10
6.4	Application of Proceeds	10
6.5	Code and Other Remedies	10
6.6	Subordination	11
6.7	Deficiency	11
SECTION 7.	THE AGENT	12
7.1	Agent’s Appointment as Attorney-in-Fact. etc	12
7.2	Duty of Agent	13
7.3	Execution of Financing Statements	13
7.4	Authority of Agent	14

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SECTION 8.	MISCELLANEOUS	14
8.1	Amendments in Writing	14
8.2	Notices	14
8.3	No Waiver by Course of Conduct; Cumulative Remedies	14
8.4	Enforcement Expenses; Indemnification	14
8.5	Successors and Assigns	15
8.6	Set-Off	15
8.7	Counterparts	15
8.8	Severability	16
8.9	Section Headings	16
8.10	Integration	16
8.11	GOVERNING LAW	16
8.12	Submission To Jurisdiction; Waivers	16
8.13	Acknowledgements	17
8.14	Additional Grantors	17
8.15	Releases	18
8.16	Automatic Release of Collateral	18
8.17	WAIVER OF JURY TRIAL	18
8.18	No Novation	18
8.19	Control Agreements	19
8.20	Cash Collateral Account	19
Schedule A - Cash Collateral Accounts
Schedule B - Commercial Tort Claims
Schedule C - Actions Required to Perfect

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AMENDED AND RESTATED SECURITY AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

SECTION 1. DEFINED TERMS

1.1 Definitions.

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

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

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

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

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

“Collateral”:  as defined in Section 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.2 Other Definitional Provisions.

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

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

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

SECTION 2. GRANT OF SECURITY INTEREST

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

(a) all Accounts;

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

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

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

(e) all Contracts;

(f) all Securities Accounts;

(g) all Deposit Accounts;

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

(i) all Equipment;

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(j) all Fixtures;

(k) all General Intangibles;

(l) all Goods;

(m) all Instruments;

(n) all Intellectual Property;

(o) all Inventory;

(p) all Investment Property;

(q) all Letters of Credit;

(r) all Letter of Credit Rights;

(s) all Payment Intangibles;

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

(u) all Receivables;

(v) all Software;

(w) all Supporting Obligations;

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

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

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

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

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

SECTION 3. REPRESENTATIONS AND WARRANTIES

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

3.1 Title:  No Other Liens.

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

3.2 Perfected First Priority Liens.

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

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3.3 Jurisdiction of Organization; Chief Executive Office.

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

3.4 Farm Products.

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

3.5 Investment Property.

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

3.6 Receivables.

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

SECTION 4. COVENANTS

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

4.1 Maintenance of Perfected Security Interest; Further Documentation.

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

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

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

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

4.2 Changes in Name, etc.

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

4.3 Delivery of Instruments, Certificated Securities and Chattel Paper.

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

4.4 Intellectual Property.

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

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

SECTION 5. INVESTING AMOUNTS IN THE SECURITIES ACCOUNTS

5.1 Investments.

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

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

5.2 Liability.

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

SECTION 6. REMEDIAL PROVISIONS

6.1 Certain Matters Relating to Receivables.

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

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

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

6.2 Communications with Obligors:  Grantors Remain Liable.

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

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

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

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

6.3 Proceeds to be Turned Over To Agent.

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

6.4 Application of Proceeds.

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

6.5 Code and Other Remedies.

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

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

6.6 Subordination.

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

6.7 Deficiency.

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

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SECTION 7. THE AGENT

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

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

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

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

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

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

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

12

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

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

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

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

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

7.2 Duty of Agent.

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

7.3 Execution of Financing Statements.

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

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7.4 Authority of Agent.

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

SECTION 8. MISCELLANEOUS

8.1 Amendments in Writing.

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

8.2 Notices.

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

8.3 No Waiver by Course of Conduct; Cumulative Remedies.

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

8.4 Enforcement Expenses; Indemnification.

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

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

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

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

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

8.5 Successors and Assigns.

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

8.6 Set-Off.

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

8.7 Counterparts.

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

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8.8 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings.

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

8.10 Integration.

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

8.11 GOVERNING LAW.

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

8.12 Submission To Jurisdiction; Waivers.

Each Grantor hereby irrevocably and unconditionally:

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

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

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

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

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

8.13 Acknowledgements.

Each Grantor hereby acknowledges that:

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

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

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

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

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

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

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

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

8.14 Additional Grantors.

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

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8.15 Releases.

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

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

8.16 Automatic Release of Collateral.

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

8.17 WAIVER OF JURY TRIAL.

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

8.18 No Novation.

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

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

8.19 Control Agreements.

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

8.20 Cash Collateral Account.

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

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

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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

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

Secured Party:

PNC BANK, NATIONAL ASSOCIATION, as Agent

By:

Name:

Title:

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

	Debtors:
		X. XXXXXXXXX ENTERPRISES, INC.
		By:
		Name:		Xxxxx X. Xxxx
		Title:		Senior Vice-President — Finance and Treasurer

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

	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 XXXXXXXX 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

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

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

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

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

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

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

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

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

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

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

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

	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

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

	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

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

	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

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

	AUDDIE ENTERPRISES, L.L.C.
	BUILDER SERVICES NJ, L.L.C.
	HOVNANIAN LAND INVESTMENT GROUP OF NEW JERSEY, L.L.C.
	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	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

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

	X. XXXXXXXXX AT THE GABLES, L.L.C.
	X. XXXXXXXXX AT THE PRESERVE, L.L.C.
	X. XXXXXXXXX AT XXXXXXXX RANCH, L.L.C.
	X. XXXXXXXXX AT TRAIL RIDGE, L.L.C.
	X. XXXXXXXXX AT WINCHESTER, L.L.C.
	X. XXXXXXXXX INTERNATIONAL, L.L.C.
	X. XXXXXXXXX T&C MANAGEMENT CO., L.L.C.
	X. XXXXXXXXX’X FOUR SEASONS AT BAKERSFIELD, L.L.C.
	X. XXXXXXXXX’X FOUR SEASONS AT BEAUMONT, L.L.C.
	X. XXXXXXXXX’X FOUR SEASONS AT HEMET, L.L.C.
	X. XXXXXXXXX’X FOUR SEASONS AT MENIFEE VALLEY, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS AT PALM SPRINGS, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS, L.L.C.
	K. HOVNANIAN’S PARKSIDE AT TOWNGATE, L.L.C.
	NATOMAS CENTRAL NEIGHBORHOOD HOUSING, L.L.C.
	By:	K. Hovnanian Developments of California, Inc., as the sole member of each of the foregoing limited liability  companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN HOLDINGS NJ, L.L.C.
	By:	K. Hovnanian Developments of New Jersey, Inc., as member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
	AND
	By:	K. Hovnanian Developments of New Jersey II, Inc., as member of the foregoing limited liability company.
		By:
				Kevin C. Hake
				Senior Vice-President — Finance and Treasurer
		Attest:
				Peter S. Reinhart
				Secretary

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

	BUILDER SERVICES, PA, L.L.C.
	HOVNANIAN LAND INVESTMENT GROUP OF PENNSYLVANIA, L.L.C.
	K. HOVNANIAN AT ALLENBERRY, L.L.C.
	K. HOVNANIAN AT ALLENTOWN, L.L.C.
	K. HOVNANIAN AT BROAD AND WALNUT, L.L.C.
	K. HOVNANIAN AT CAMPHILL, L.L.C.
	K HOVNANIAN AT EAST BRANDYWINE, L.L.C.
	K HOVNANIAN AT FORKS TWP. I, L.L.C.
	K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP I, L.L.C.
	K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP II, L.L.C.
	K. HOVNANIAN AT LOWER MAKEFIELD TOWNSHIP I, L.L.C.
	K. HOVNANIAN AT LOWER MORELAND I, L.L.C.
	K. HOVNANIAN AT LOWER MORELAND II, L.L.C.
	K. HOVNANIAN AT LOWER MORELAND III, L.L.C.
	K. HOVNANIAN AT MACUNGIE, L.L.C.
	K. HOVNANIAN AT NORTHAMPTON, L.L.C.
	K. HOVNANIAN AT PHILADELPHIA II, L.L.C.
	K. HOVNANIAN AT PHILADELPHIA III, L.L.C.
	K. HOVNANIAN AT PHILADELPHIA IV, L.L.C.
	K. HOVNANIAN AT RAPHO, L.L.C.
	By:	K. Hovnanian Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN AT SILVER SPRING, L.L.C.
	K. HOVNANIAN AT UPPER UWCHLAN II, L.L.C.
	K. HOVNANIAN AT UPPER UWCHLAN, L.L.C.
	K. HOVNANIAN AT WEST BRADFORD, L.L.C.
	K. HOVNANIAN HOMES OF PENNSYLVANIA, L.L.C.
	K. HOVNANIAN PENNSYLVANIA ACQUISITIONS, L.L.C.
	K. HOVNANIAN SUMMIT HOMES OF PENNSYLVANIA, L.L.C.
	MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF PENNSYLVANIA, L.L.C.
	RIDGEMORE UTILITY ASSOCIATES OF PENNSYLVANIA, L.L.C.
	By:	K. Hovnanian Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	HOVNANIAN LAND INVESTMENT GROUP OF FLORIDA, L.L.C.
	K. HOVNANIAN CAMBRIDGE HOMES, L.L.C.
	K. HOVNANIAN FIRST HOMES, L.L.C.
	K. HOVNANIAN FLORIDA REALTY, L.L.C.
	K. HOVNANIAN STANDING ENTITY, L.L.C.
	K. HOVNANIAN T&C HOMES AT FLORIDA, L.L.C.
	K. HOVNANIAN WINDWARD HOMES, L.L.C.
	By:	Hovnanian Developments of Florida, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN COMPANIES, LLC
	By:	K. Hovnanian Enterprises, Inc., as member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
	AND
	By:	K. Hovnanian Developments of New Jersey II, Inc., as member of the foregoing limited liability company.
		By:
				Kevin C. Hake
				Senior Vice-President — Finance and Treasurer
		Attest:
				Peter S. Reinhart
				Secretary
	K. HOVNANIAN EASTERN PENNSYLVANIA, L.L.C.
	By:	K. Hovnanian at Perkiomen II, Inc., as the sole member of the foregoing limited liability company.
		By:
				Kevin C. Hake
				Senior Vice-President — Finance and Treasurer
		Attest:
				Peter S. Reinhart
				Secretary

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

	K. HOVNANIAN CRAFTBUILT HOMES OF SOUTH CAROLINA, L.L.C.
	K. HOVNANIAN FOUR SEASONS AT GOLD HILL, L.L.C.
	K. HOVNANIAN HOMES OF SOUTH CAROLINA, L.L.C.
	By:	K. Hovnanian Developments of South Carolina, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, L.L.C.
	K. HOVNANIAN GREAT WESTERN HOMES, L.L.C.
	NEW LAND TITLE AGENCY, L.L.C.
	By:	K. Hovnanian Developments of Arizona, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN AT HIGHLAND SHORES, L.L.C.
	K. HOVNANIAN AT RIDGESTONE, L.L.C.
	K. HOVNANIAN HOMES OF MINNESOTA, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS AT RUSH CREEK, L.L.C.
	K. HOVNANIAN T&C HOMES AT MINNESOTA, L.L.C.
	By:	K. Hovnanian Developments of Minnesota, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN OHIO REALTY, L.L.C.
	K. HOVNANIAN OSTER HOMES, L.L.C.
	K. HOVNANIAN SUMMIT HOMES, L.L.C.
	MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES, L.L.C.
	By:	K. Hovnanian Developments of Ohio, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
				Kevin C. Hake
				Senior Vice-President — Finance and Treasurer
		Attest:
				Peter S. Reinhart
				Secretary
	MILLENNIUM TITLE AGENCY, LTD.
	By:	K. Hovnanian Oster Homes, L.L.C., its sole member
		By:	K. Hovnanian Developments of Ohio, Inc., as member
			By:
					Kevin C. Hake
					Senior Vice-President — Finance and Treasurer
			Attest:
					Peter S. Reinhart
					Secretary

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

	K. HOVNANIAN HOMES OF WEST VIRGINIA, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS AT HUNTFIELD, L.L.C.
	K. HOVNANIAN SUMMIT HOMES OF WEST VIRGINIA, L.L.C.
	MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF WEST VIRGINIA, L.L.C.
	By:	K. Hovnanian Developments of West Virginia, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	K. HOVNANIAN SUMMIT HOMES OF MICHIGAN, L.L.C.
	MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF MICHIGAN, L.L.C.
	By:	K. Hovnanian Developments of Michigan, Inc., as the sole member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	M&M AT CHESTERFIELD, L.L.C.
	M&M AT APPLE RIDGE, L.L.C.
	M&M AT EAST MILL, L.L.C.
	M&M AT MORRISTOWN, L.L.C.
	M&M AT SHERIDAN, L.L.C.
	M&M AT SPINNAKER POINTE, L.L.C.
	M&M AT SPRUCE HOLLOW, L.L.C.
	M&M AT SPRUCE RUN, L.L.C.
	M&M AT THE HIGHLANDS, L.L.C.
	MATZEL & MUMFORD AT EGG HARBOR, L.L.C.
	MATZEL & MUMFORD AT MONTGOMERY, L.L.C.
	THE LANDINGS AT SPINNAKER POINTE, L.L.C.
	By:	The Matzel & Mumford Organization, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	M & M AT COPPER BEECH, L.L.C.
	M & M AT CRESCENT COURT, L.L.C.
	M&M AT EAST RUTHERFORD, L.L.C.
	M&M AT KENSINGTON WOODS, L.L.C.
	M & M AT STATION SQUARE, L.L.C.
	M & M AT UNION, L.L.C.
	M&M AT TAMARACK HOLLOW, L.L.C.
	M&M AT THE CHATEAU, 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

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

	K. HOVNANIAN HOMES AT FAIRWOOD, L.L.C.
	K. HOVNANIAN HOMES AT JONES STATION 1, L.L.C.
	K. HOVNANIAN HOMES AT JONES STATION 2, L.L.C.
	K. HOVNANIAN HOMES AT MAXWELL PLACE. L.L.C.
	K. HOVNANIAN HOMES AT PRIMERA, L.L.C.
	PADDOCKS, L.L.C.
	PINE AYR, L.L.C.
	By:	K. Hovnanian Homes of Maryland, L.L.C., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	HOVNANIAN LAND INVESTMENT GROUP OF TEXAS, L.L.C.
	By:	K. Hovnanian Homes - DFW, L.L.C., as the sole member of the foregoing limited liability company.
		By:	K. Hovnanian Holdings NJ, L.L.C., as the sole member of the foregoing limited liability company.
			By:
				Kevin C. Hake
				Senior Vice-President — Finance and Treasurer
			Attest:
				Peter S. Reinhart
				Secretary

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

	K. HOVNANIAN AT NEW WINDSOR, L.L.C.
	BUILDER SERVICES NY, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS AT HAMPTONBURGH, L.L.C.
	By:	K. Hovnanian at Northern Westchester, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	K. HOVNANIAN DELAWARE ACQUISITIONS, L.L.C.
	K. HOVNANIAN HOMES OF DELAWARE, L.L.C.
	K. HOVNANIAN HOMES AT NASSAU GROVE, L.L.C.
	By:	K. Hovnanian Developments of Delaware, Inc., as the sole member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN AT MENIFEE VALLEY CONDOMINIUMS, L.L.C.
	By:	K. Hovnanian’s Four Seasons At Menifee Valley, L.L.C.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	HOVNANIAN LAND INVESTMENT GROUP OF NORTH CAROLINA, L.L.C.
	By:	K. Hovnanian Developments of North Carolina, Inc., as the sole member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN’S FOUR SEASONS AT BAILEY’S GLENN, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS AT OLDE LIBERTY, L.L.C.
	K. HOVNANIAN’S FOUR SEASONS AT RENAISSANCE, L.L.C.
	By:	K. Hovnanian Homes of North Carolina, Inc. as the sole member of the foregoing limited liability companies
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN HOMES OF INDIANA, L.L.C.
	By:	K. Hovnanian Developments of Indiana, Inc., as the sole member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	K. HOVNANIAN SUMMIT HOMES OF KENTUCKY, L.L.C.
	MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF KENTUCKY, L.L.C.
	By:	K. Hovnanian Developments of Kentucky, Inc., as the sole member of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	K. HOVNANIAN CONNECTICUT ACQUISITIONS, L.L.C.
	By:	K. Hovnanian Developments of Connecticut, Inc., as the sole member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	K. HOVNANIAN T&C HOMES AT ILLINOIS, L.L.C.
	By:	K. Hovnanian Developments of Illinois, Inc., as the sole member of the foregoing limited liability company.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	HOVNANIAN LAND INVESTMENT GROUP OF GEORGIA, L.L.C
	K. HOVNANIAN HOMES OF GEORGIA, L.L.C.
	By:	K. Hovnanian Developments of Georgia, Inc., as the sole member of each of the foregoing limited liability companies.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	WESTMINSTER HOMES OF ALABAMA, L.L.C.
	WESTMINSTER HOMES OF MISSISSIPPI, L.L.C.
	By:	Washington Homes, Inc., as sole member of each of the foregoing limited liability companies.
		By:
				Kevin C. Hake
				Senior Vice-President — Finance and Treasurer
				Attest:
					Peter S. Reinhart
					Secretary
	K. HOVNANIAN AT EWING, L.L.C.
		By:	K. Hovnanian at Lakewood, Inc., as sole member of the foregoing limited liability company
			By:
					Kevin C. Hake
					Senior Vice-President — Finance and Treasurer
			Attest:
					Peter S. Reinhart
					Secretary

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

	K. HOVNANIAN POLAND, SP. Z.O.O.
	By:	Hovnanian Enterprises, Inc., as member.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
			AND
	By:	K. Hovnanian International, Inc., as member.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary

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

	M&M INVESTMENTS, L.P.
	By:	The Matzel & Mumford Organization, Inc., as general partner of the foregoing limited partnership.
		By:
			Kevin C. Hake
			Senior Vice-President — Finance and Treasurer
		Attest:
			Peter S. Reinhart
			Secretary
	Address for Notices for each of the foregoing Debtors:
	c/o K. Hovnanian Enterprises, Inc.
	110 West Front St., P.O. Box 500
	Red Bank, NJ 07701
	Attention: Kevin C. Hake
	Telephone: (732) 747-7800
	Telecopy: (732) 747-6835

SCHEDULE A

Cash Collateral Accounts

A-1

SCHEDULE B

Commercial Tort Claims

B-1

SCHEDULE C

Actions Required to Perfect

1.	With respect to each Loan Party organized under the laws of the state of Alabama as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Alabama Secretary of State.
2.	With respect to each Loan Party organized under the laws of the state of Arizona as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Arizona Secretary of State.
3.	With respect to each Loan Party organized under the laws of the state of California as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the California Secretary of State.
4.	With respect to each Loan Party organized under the laws of the state of Connecticut as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral the Connecticut Secretary of State.
5.	With respect to each Loan Party organized under the laws of the state of Delaware as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Delaware Secretary of State.
6.	With respect to each Loan Party organized under the laws of the District of Columbia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the District of Columbia Recorder of Deeds.
7.	With respect to each Loan Party organized under the laws of the state of Florida as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Florida Secured Transaction Registry.
8.	With respect to each Loan Party organized under the laws of the state of Georgia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Office of the Clerk of Superior Court of any County of Georgia.
9.	With respect to each Loan Party organized under the laws of the state of Illinois as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Illinois Secretary of State.
10.	With respect to each Loan Party organized under the laws of the state of Indiana as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Indiana Secretary of State.
11.	With respect to each Loan Party organized under the laws of the state of Kentucky as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Kentucky Secretary of State.

C-1

12.	With respect to each Loan Party organized under the laws of the state of Maryland as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Maryland State Department of Assessments and Taxation.
13.	With respect to each Loan Party organized under the laws of the state of Michigan as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Michigan Secretary of State.
14.	With respect to each Loan Party organized under the laws of the state of Minnesota as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Minnesota Secretary of State.
15.	With respect to each Loan Party organized under the laws of the state of Mississippi as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Mississippi Secretary of State.
16.	With respect to each Loan Party organized under the laws of the state of New Jersey as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the New Jersey Division of Commercial Recording.
17.	With respect to each Loan Party organized under the laws of the state of New York as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the New York Secretary of State.
18.	With respect to each Loan Party organized under the laws of the state of North Carolina as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the North Carolina Secretary of State.
19.	With respect to each Loan Party organized under the laws of the state of Ohio as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Ohio Secretary of State.
20.	With respect to each Loan Party organized under the laws of the state of Pennsylvania as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Pennsylvania Secretary of the Commonwealth.
21.	With respect to each Loan Party organized under the laws of the state of South Carolina as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the South Carolina Secretary of State.
22.	With respect to each Loan Party organized under the laws of the state of Tennessee as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Tennessee Secretary of State.
23.	With respect to each Loan Party organized under the laws of the state of Texas as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Texas Secretary of State.

C-2

24.	With respect to each Loan Party organized under the laws of the state of Virginia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the Virginia State Corporation Commission.
25.	With respect to each Loan Party organized under the laws of the state of West Virginia as identified on Schedule 1.1(C) of the Credit Agreement, the filing of a Uniform Commercial Code Financing Statement that reasonably identifies the Collateral with the West Virginia Secretary of State.
26.	With respect to the Securities Accounts and the Deposit Accounts, the bank with which such Securities Account and such Deposit Account are maintained agreeing that it will comply with instructions originated by the Agent directing disposition of the funds in such Securities Account and such Deposit Account without further consent of the relevant Grantor.
27.	With respect to each Grantor, the filing of a short form security agreement that reasonably identifies such Grantor’s registered and applied for Trademarks with the United States Patent and Trademark Office.
28.	With respect to each Grantor, the filing of a short form security agreement that reasonably identifies such Grantor’s Patents and Patent applications with the United States Patent and Trademark Office.
29.	With respect to each Grantor, the filing of a short form security agreement that reasonably identifies such Grantor’s registered and applied for Copyrights with the United States Copyright Office.

C-3