INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT

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Exhibit 10.4

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement (the “Agreement”), dated as of December 3, 2008 is made by each of the pledgors signatory hereto (together with any other entity that may become a party hereto as provided herein, each a “Pledgor” and collectively, the “Pledgors”), in favor of Wilmington Trust Company, as Collateral Agent (in such capacity, the “Junior Agent”) for the benefit of itself, the Junior Trustee (as defined below) and the Junior Noteholders (as defined below).

WHEREAS, pursuant to the Seventh Amended and Restated Credit Agreement, dated as of March 7, 2008, as amended by Amendment No. 1 to Seventh Amended and Restated Credit Agreement dated as of May 16, 2008 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among X. Xxxxxxxxx Enterprises, Inc., a California corporation (the “Issuer”), Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”), the Lenders now or hereafter party thereto (the “Lenders”), and PNC Bank National Association, as administrative agent (the “Administrative Agent”), the Lenders have provided certain loans and other financial accommodations to the Issuer;

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

WHEREAS, the Issuer, Hovnanian and each of the other Guarantors (as defined in the Junior Note Indenture) have entered into the Indenture, dated as of December 3, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Junior Note Indenture”) with Wilmington Trust Company as trustee (in such capacity, the “Junior Trustee”) pursuant to which the Issuer issued its 18.0% Senior Secured Notes due 2017 (collectively, the “Junior Notes”);

WHEREAS, the Issuer, Hovnanian, certain subsidiaries of Hovnanian party thereto, PNC Bank, National Association, as Senior Credit Agent and First-Lien Administrative Agent, the Senior Trustee, the Senior Noteholder Collateral Agent, the Junior Trustee, the Junior Agent and Wilmington Trust Company, as Mortgage Tax Collateral Agent have entered into the Intercreditor Agreement, dated as of December 3, 2008 (as amended, supplemented, amended or restated or otherwise modified from time to time, the “Intercreditor Agreement”);

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

WHEREAS, the Issuer and the other Pledgors are engaged in related businesses, and each Pledgor will derive substantial direct and indirect benefit from the issuance of the Junior Notes;

WHEREAS, pursuant to and under the Junior Note Indenture and the Third Lien Security Agreement dated as of December 3, 2008 (the “Junior Noteholder Security Agreement”) among the parties hereto, the Issuer and the other Pledgors have agreed to enter into this agreement in order to grant a security interest to the Junior Agent in certain patents, trademarks, copyrights and other property as security for such loans and other obligations as more fully described herein.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1. Defined Terms.

(a) Except as otherwise expressly provided herein, (i) capitalized terms used in this Agreement shall have the respective meanings assigned to them in the Junior Noteholder Security Agreement and (ii) the rules of construction set forth in Section 1.02 of the Junior Note Indenture shall apply to this Agreement. Where applicable and except as otherwise expressly provided herein, in the Junior Note Indenture or the Intercreditor Agreement, terms used herein (whether or not capitalized) shall have the respective meanings assigned to them in the Uniform Commercial Code as enacted in New York as amended from time to time (the “Code”).

(b) “Copyright Licenses” shall mean any written agreement naming any Pledgor 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, including, without limitation, any of the foregoing referred to in Schedule A.

(c) “Copyrights” shall mean (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 referred to in Schedule A, and (ii) the right to obtain all renewals thereof.

(d) “Intellectual Property” shall mean 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.

(e) “Junior Noteholder” means the “Holder” or “Holder of Notes” as defined in the Junior Note Indenture.

(f) “Patent License” shall mean all written agreements providing for the grant by or to any Pledgor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule A.

(g) “Patents” shall mean (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, including, without limitation, any of the foregoing referred to in Schedule A, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule A, and (iii) all rights to obtain any reissues or extensions of the foregoing.

(h) “Trademarks” shall mean (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now owned or hereafter acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and 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

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thereto, including, without limitation, any of the foregoing referred to in Schedule A, and (ii) the right to obtain all renewals thereof.

(i) “Trademark License” shall mean any written agreement providing for the grant by or to any Pledgor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule A.

2. To secure the full payment and performance of all Secured Obligations, each Pledgor hereby grants, and conveys a security interest to Junior Agent in the entire right, title and interest of such Pledgor in and to all of its Intellectual Property; provided, however, that notwithstanding any of the other provisions set forth in this Section 2 (and notwithstanding any recording of the Junior Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office, or other registry office in any other jurisdiction), this Agreement shall not constitute a grant of a security interest in 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, except to the extent that such Law or the term in such contract, license, agreement, instrument or other document or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Law including 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions); provided, further, that no security interest shall be granted in any 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 Pledgor acknowledges that such interest in such trademark or service xxxx applications will become part of the Collateral. The Junior Agent agrees that, at any Pledgor’s reasonable written request and expense, it will provide such Pledgor confirmation that the assets described in this paragraph are in fact excluded from the Collateral during such limited period only.

3. Each Pledgor covenants and warrants that:

(a) To the knowledge of such Pledgor, on the date hereof, all material Intellectual Property owned by such Pledgor is valid, subsisting and unexpired, has not been abandoned and does not, to the knowledge of such Pledgor, infringe the intellectual property rights of any other Person;

(b) Such Pledgor is the owner of each item of Intellectual Property, free and clear of any and all Liens or claims of others except for the Permitted Encumbrances. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except with respect to Permitted Encumbrances;

(c) Such Pledgor will within thirty (30) calendar days after any change in its jurisdiction of organization, or change in its legal name, provide written notice thereof to the Junior Agent; and

(d) Such Pledgor shall execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Junior Agent may reasonably request to evidence

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the Junior Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill of such Pledgors relating thereto or represented thereby.

4. Each of the obligations of each Pledgor under this Agreement is joint and several. Subject to the Intercreditor Agreement and any Collateral Agency Agreement, the Junior Agent and the other Secured Parties, or any of the them, may, in their sole discretion, elect to enforce this Agreement against any Pledgor without any duty or responsibility to pursue any other Pledgor and such an election by the Junior Agent and the other Secured Parties, or any of them, shall not be a defense to any action the Junior Agent and the other Secured Parties, or any of them, may elect to take against any Pledgor. Each of the Junior Agent and the other Secured Parties hereby reserve all right against each Pledgor.

5. Pledgor agrees that, until all of the Secured Obligations shall have been indefeasibly satisfied in full, it will not enter into any agreement (for example, a license agreement) which is inconsistent with Pledgor’s obligations under this Agreement, without the Junior Agent’s prior written consent which shall not be unreasonably withheld except Pledgor may license technology in the ordinary course of business without the Junior Agent’s consent to suppliers and customers to facilitate the manufacture and use of such Pledgor’s products.

6. Prior to the Discharge of Senior Lender Claims, each Pledgor, if requested to do so with respect to the Senior Lender Claims by the Administrative Agent pursuant to Section 4.4 of the First Lien Security Agreement, shall execute and deliver to the Junior Agent, and have recorded, any and all agreements, instruments, documents, and papers to evidence the Junior Agent’s and the other Secured Parties’ third lien security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Pledgor relating thereto or represented thereby. Following the Discharge of Senior Lender Claims but prior to the Discharge of Senior Claims, if requested to do so with respect to the Senior Noteholder Claims by the Senior Trustee pursuant to Section 4.4 of the Senior Noteholder Security Agreement, shall execute and deliver to the Junior Agent, and have recorded, any and all agreements, instruments, documents and papers to evidence the Junior Agent’s and the other Secured Parties’ third lien security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Pledgor relating thereto or represented thereby. On and after the Discharge of Senior Claims, such Pledgor shall promptly execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as may be necessary to create and perfect the Junior Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Pledgor relating thereto or represented thereby. In addition, if, before the Secured Obligations shall have been indefeasibly satisfied in full, any Pledgor shall own any new trademark applications or registrations or any new registered copyrights or patents, or any patent application or patent for any reissue, division, continuation, renewal, extension, or continuation in part of any Intellectual Property, the provisions of this Agreement shall automatically apply thereto and such Pledgor shall give to Junior Agent prompt notice thereof in writing. Each Pledgor and Junior Agent agree to modify this Agreement by amending Schedule A to include any future patents, patent applications, trademark applications, trademarks, copyrights or copyright applications and the provisions of this Agreement shall apply thereto.

7. Subject to the Intercreditor Agreement and any Collateral Agency Agreement, Junior Agent shall have, in addition to all other rights and remedies given it by this Agreement and those rights and remedies set forth in the Junior Noteholder Security Agreement and the Junior Note Indenture, those allowed by applicable Law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Intellectual Property may be located and, without limiting the generality of the foregoing, solely if an Event of Default has occurred and is continuing and subject to the Intercreditor Agreement and any Collateral Agency Agreement, the Junior Agent may immediately, without demand of performance and without other notice (except as set forth below) or

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demand whatsoever to Pledgors, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or otherwise realize upon, in a city that the Junior Agent shall designate by notice to the Pledgors, in Pittsburgh, Pennsylvania or elsewhere, the whole or from time to time any part of the Intellectual Property, or any interest which any Pledgor may have therein and, after deducting from the proceeds of sale or other disposition of the Intellectual Property all expenses (including fees and expenses for brokers and attorneys), shall apply the remainder of such proceeds toward the payment of the Secured Obligations as the Junior Agent, in its sole discretion, shall determine. Any remainder of the proceeds after payment in full of the Secured Obligations shall, subject to the Intercreditor Agreement and any Collateral Agency Agreement, be paid over to Pledgors. Notice of any sale or other disposition of the Intellectual Property shall be given to Pledgors at least ten (10) days before the time of any intended public or private sale or other disposition of the Intellectual Property is to be made, which each Pledgor hereby agrees shall be reasonable notice of such sale or other disposition. At any such sale or other disposition, the Junior Agent may, to the extent permissible under applicable Law, purchase the whole or any part of the Intellectual Property sold, free from any right of redemption on the part of Pledgor, which right is hereby waived and released. The Junior Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise of remedies in the preceding 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 Junior Agent’s rights hereunder.

8. If any Event of Default shall have occurred and be continuing, Pledgor hereby authorizes and empowers the Junior Agent to make, constitute and appoint any officer or agent of the Junior Agent, as the Junior Agent may select in its exclusive discretion, as such Pledgor’s true and lawful attorney-in-fact, with the power to endorse such Pledgor’s name on all applications, documents, papers and instruments necessary for the Junior Agent to use the Intellectual Property, or to grant or issue, on commercially reasonable terms, any exclusive or nonexclusive license under the Intellectual Property to any third person, or necessary for the Junior Agent to assign, pledge, convey or otherwise transfer title in or dispose, on commercially reasonable terms, of the Intellectual Property to any third Person. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney, being coupled with an interest, shall be irrevocable for the life of this Agreement.

9. Any and all fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ fees and expenses incurred by the Junior Agent in connection with the preparation of this Agreement and all other documents relating hereto and the consummation of this transaction, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances, the protection, maintenance or preservation of the Intellectual Property, or the defense or prosecution of any actions or proceedings arising out of or related to the Intellectual Property, shall be borne and paid by Pledgor within fifteen (15) days of demand by the Junior Agent.

10. No course of dealing between Pledgor and the Junior Agent, nor any failure to exercise nor any delay in exercising, on the part of the Junior Agent, any right, power or privilege hereunder or under the Junior Note Indenture or other Junior Noteholder Documents shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

11. All of the Junior Agent’s rights and remedies with respect to the Intellectual Property, whether established hereby, by the Junior Noteholder Security Agreement or by the Junior Note Indenture or by any other agreements or by Law, shall be cumulative and may be exercised singularly or

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concurrently. In the event of any irreconcilable inconsistency in the terms of this Agreement and the Junior Noteholder Security Agreement, the Junior Noteholder Security Agreement shall control.

12. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any clause or provision of this Agreement in any jurisdiction.

13. This Agreement is subject to modification only by a writing signed by the parties, except as provided in Section 6 hereof or Section 8.1 of the Junior Noteholder Security Agreement.

14. The benefits and burdens of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties, provided, however, that Pledgor may not assign or transfer any of its rights or obligations hereunder or any interest herein and any such purported assignment or transfer shall be null and void.

15. 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.

16. Each Pledgor (i) hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, or any successor to said court (hereinafter referred to as the “New York Courts”) for purposes of any suit, action or other proceeding which relates to this Agreement or any other Junior Noteholder Document, (ii) to the extent permitted by applicable Law, hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the New York Courts, that such suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or any Junior Noteholder Document may not be enforced in or by the New York Courts, (iii) hereby agrees not to seek, and hereby waives, any collateral review by any other court, which may be called upon to enforce the judgment of any of the New York Courts, of the merits of any such suit, action or proceeding or the jurisdiction of the New York Courts, and (iv) waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail addressed as provided in Section 19 hereof and service so made shall be deemed to be completed upon actual receipt thereof. Nothing herein shall limit any Secured Party’s right to bring any suit, action or other proceeding against any Pledgor or any of any Pledgor’s assets or to serve process on any Pledgor by any means authorized by Law.

17. This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. Each Pledgor acknowledges and agrees that a telecopy transmission to the Junior Agent or any Secured Party of the signature pages hereof purporting to be signed on behalf of any Pledgor shall constitute effective and binding execution and delivery hereof by such Pledgor.

18. EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR AND EACH OF THE COMPANIES HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR

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IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER JUNIOR NOTEHOLDER DOCUMENTS OR TRANSACTIONS RELATING THERETO.

19. All notices, requests, demands, directions and other communications (collectively, “notices”) given to or made upon any party hereto under the provisions of this Agreement shall be as set forth in Section 13.03 of the Junior Note Indenture.

20. Each Pledgor acknowledges and agrees that, in addition to the other rights of the Junior Agent hereunder and under the other Junior Noteholder Documents, because the Junior Agent’s remedies at law for failure of such Pledgor to comply with the provisions hereof relating to the Junior Agent’s rights (i) to inspect the books and records related to the Pledged Collateral, (ii) to receive the various notifications such Pledgor is required to deliver hereunder, (iii) to obtain copies of agreements and documents as provided herein with respect to the Pledged Collateral, (iv) to enforce the provisions hereof pursuant to which the such Pledgor has appointed the Junior Agent its attorney-in-fact, and (v) to enforce the Junior Agent’s remedies hereunder, would be inadequate and that any such failure would not be adequately compensable in damages, such Pledgor agrees that each such provision hereof may be specifically enforced.

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

22. In the performance of its obligations hereunder, the Junior Agent shall be entitled to the privileges, powers and immunities afforded to it as Collateral Agent under the Junior Note Indenture. The Junior Agent shall be entitled to refuse to take or refrain from taking any discretionary action or exercise any discretionary powers set forth in this Agreement unless it has received direction of a majority of Junior Noteholders with respect thereto. Notwithstanding anything to the contrary contained herein, the Junior Agent shall have no responsibility for the creation, perfection, priority, sufficiency or protection of any liens securing Secured Obligations.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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[SIGNATURE PAGE 1 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or agents thereunto duly authorized, as of the date first above written.


		WILMINGTON TRUST COMPANY, as Junior Agent

		By:
		Name:

		Title:

[SIGNATURE PAGE 2 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

Pledgors:

[SIGNATURE PAGE 3 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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 I P, 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.

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.

[SIGNATURE PAGE 4 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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.

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.

[SIGNATURE PAGE 5 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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.

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.

X. XXXXXXXXX DEVELOPMENTS OF CONNECTICUT, INC.

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

[SIGNATURE PAGE 6 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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.

X. XXXXXXXXX HOMES OF VIRGINIA, INC.

X. XXXXXXXXX PA REAL ESTATE, INC.

X. XXXXXXXXX PORT IMPERIAL URBAN RENEWAL, INC.

X. XXXXXXXXX PROPERTIES OF RED BANK, INC.

LANDARAMA, INC.

M&M AT LONG BRANCH, INC.

MCNJ, INC.

SEABROOK ACCUMULATION CORPORATION

[SIGNATURE PAGE 7 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

STONEBROOK HOMES, INC.

THE MATZEL & MUMFORD ORGANIZATION, INC.

WASHINGTON HOMES, INC.

WESTMINSTER HOMES, INC.

WESTMINSTER HOMES OF TENNESSEE, INC.

WH LAND I, INC.

WH PROPERTIES, INC.

[SIGNATURE PAGE 8 OF 39 TO THE THIRD LIEN IP 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. Xxxxxxxxxxx
		Vice-President — Finance

FOUNDERS TITLE AGENCY OF MARYLAND, L.L.C.

GREENWAY FARMS UTILITY ASSOCIATES, L.L.C.

HOMEBUYERS FINANCIAL SERVICES, L.L.C.

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

HOVNANIAN LAND INVESTMENT GROUP, L.L.C.

K. HOVNANIAN AT KING FARM, L.L.C.

K. HOVNANIAN AT RODERUCK, L.L.C.

K. HOVNANIAN AT WILLOW BROOK, L.L.C.

K. HOVNANIAN COMPANIES METRO D.C. NORTH, L.L.C.

K. HOVNANIAN HOMES AT CAMP SPRINGS, L.L.C.

K. HOVNANIAN HOMES AT CIDER MILL, L.L.C.


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

	By:
		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 9 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K. HOVNANIAN HOMES AT GREENWAY FARM PARK TOWNS, L.L.C.

K. HOVNANIAN HOMES AT GREENWAY FARM, L.L.C.

K. HOVNANIAN HOMES AT RENAISSANCE PLAZA, L.L.C.

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

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

K. HOVNANIAN’S FOUR SEASONS AT KENT ISLAND
CONDOMINIUMS, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT KENT ISLAND, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT ST. MARGARETS LANDING, L.L.C.

RIDGEMORE UTILITY, L.L.C.

WASHINGTON HOMES AT COLUMBIA TOWN CENTER, L.L.C.

WH/PR LAND COMPANY, L.L.C.

WOODLAND LAKE CONDOMINIUMS AT BOWIE NEW TOWN, 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. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 10 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

XXXXXX, L.L.C.

DULLES COPPERMINE, L.L.C.

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

K. HOVNANIAN AT LAKE RIDGE CROSSING, L.L.C.

K. HOVNANIAN AT LAKE TERRAPIN, L.L.C.

K. HOVNANIAN FOUR SEASONS @ HISTORIC VIRGINIA, L.L.C.

K. HOVNANIAN HOMES AT CAMERON STATION, L.L.C.

K. HOVNANIAN HOMES AT BELMONT OVERLOOK, L.L.C.

K. HOVNANIAN HOMES AT XXXXX STREET, L.L.C.

K. HOVNANIAN HOMES AT VICTORIA STATION, L.L.C.

K. HOVNANIAN SUMMIT HOLDINGS, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT ASHBURN VILLAGE, L.L.C.

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

K. HOVNANIAN’S FOUR SEASONS AT DULLES DISCOVERY
CONDOMINIUM, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT DULLES DISCOVERY, L.L.C.

K. HOVNANIAN’S FOUR SEASONS AT NEW KENT VINEYARDS, L.L.C.

K. HOVNANIAN’S 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. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 11 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

AUDDIE ENTERPRISES, L.L.C.

BUILDER SERVICES NJ, L.L.C.

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

K. HOVNANIAN AT ABERDEEN URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT ALLENDALE, L.L.C.

K. HOVNANIAN AT BARNEGAT I, L.L.C.

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

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

K. HOVNANIAN AT BERKELEY, L.L.C.

K. HOVNANIAN AT BERNARDS V, L.L.C.

K. HOVNANIAN AT BLUE HERON PINES, L.L.C.

K. HOVNANIAN AT BRIDGEWATER I, L.L.C

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

K. HOVNANIAN AT CEDAR GROVE III, L.L.C.

K. HOVNANIAN AT CEDAR GROVE IV, L.L.C.

K. HOVNANIAN AT XXXXXXX I, L.L.C.

K. HOVNANIAN AT CHESTERFIELD, L.L.C.

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

K. HOVNANIAN AT XXXXXXX XX, L.L.C.

K. HOVNANIAN AT XXXXXXX, L.L.C.

K. HOVNANIAN AT CRANBURY, L.L.C.

K. HOVNANIAN AT CURRIES XXXXX, L.L.C.

K. HOVNANIAN AT DENVILLE, L.L.C.

K. HOVNANIAN AT DEPTFORD TOWNSHIP, L.L.C.

K. HOVNANIAN AT DOVER, L.L.C.

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

K. HOVNANIAN AT EDGEWATER, L.L.C.

K. HOVNANIAN AT EGG HARBOR TOWNSHIP, L.L.C.

K. HOVNANIAN AT EGG HARBOR TOWNSHIP II, L.L.C.

K. HOVNANIAN AT ELK TOWNSHIP, L.L.C.

K. HOVNANIAN AT FIFTH AVENUE, L.L.C.

K. HOVNANIAN AT XXXXXXXX I, L.L.C.

K. HOVNANIAN AT XXXXXXXX XX, L.L.C.

K. HOVNANIAN AT FOREST XXXXXXX, L.L.C.

[SIGNATURE PAGE 12 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K. HOVNANIAN AT FREEHOLD TOWNSHIP, L.L.C.

K. HOVNANIAN AT XXXXXXXX, L.L.C.

K. HOVNANIAN AT GREAT NOTCH, L.L.C.

K. HOVNANIAN AT GUTTENBERG, L.L.C.

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

K. HOVNANIAN AT HAMBURG CONTRACTORS, L.L.C.

K. HOVNANIAN AT HAMBURG, L.L.C.

K. HOVNANIAN AT HAWTHORNE, L.L.C

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

K. HOVNANIAN AT HILLTOP, L.L.C.

K. HOVNANIAN AT XXXXXXX I, L.L.C.

K. HOVNANIAN AT XXXXXXX, L.L.C.

K. HOVNANIAN AT JERSEY CITY IV, L.L.C.

K. HOVNANIAN AT JERSEY CITY V URBAN RENEWAL COMPANY, L.L.C.

K. HOVNANIAN AT KEYPORT, L.L.C.

K. HOVNANIAN AT LAFAYETTE ESTATES, L.L.C.

K. HOVNANIAN AT XXXXXXXX V, L.L.C.

K. HOVNANIAN AT XXXXXXX, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR TOWNSHIP II, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR CONTRACTORS, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR, L.L.C.

K. HOVNANIAN AT LITTLE EGG HARBOR III, L.L.C.

K. HOVNANIAN AT LONG BRANCH I, L.L.C.

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

K. HOVNANIAN AT MANSFIELD I, L.L.C.

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

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

K. HOVNANIAN AT MAPLE AVENUE, L.L.C.

K. HOVNANIAN AT MARLBORO TOWNSHIP IX, L.L.C.

K. HOVNANIAN AT MARLBORO TOWNSHIP V, L.L.C.

K. HOVNANIAN AT MARLBORO TOWNSHIP VIII, L.L.C.

K. HOVNANIAN AT MARLBORO VI, L.L.C.

[SIGNATURE PAGE 13 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K. HOVNANIAN AT MENDHAM TOWNSHIP, L.L.C.

K. HOVNANIAN AT MIDDLE TOWNSHIP, L.L.C.

K. HOVNANIAN AT MIDDLE TOWNSHIP II, L.L.C.

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

K. HOVNANIAN AT MIDDLETOWN, L.L.C.

K. HOVNANIAN AT MILLVILLE I, L.L.C.

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

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

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

K. HOVNANIAN AT XXXXXX XX, L.L.C.

K. HOVNANIAN AT MONROE NJ, L.L.C.

K. HOVNANIAN AT MONTVALE, L.L.C.

K. HOVNANIAN AT MT. OLIVE TOWNSHIP, L.L.C.

K. HOVNANIAN AT NEW BRUNSWICK URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT NORTH BERGEN, L.L.C.

K. HOVNANIAN AT NORTH BRUNSWICK VI, L.L.C.

K. HOVNANIAN AT NORTH XXXXXXXX II, L.L.C.

K. HOVNANIAN AT NORTH XXXXXXXX III, L.L.C.

K. HOVNANIAN AT NORTH XXXXXXXX, L.L.C.

K. HOVNANIAN AT NORTH HALEDON, L.L.C.

K. HOVNANIAN AT NORTH WILDWOOD, L.L.C.

K. HOVNANIAN AT NORTHFIELD, L.L.C.

K. HOVNANIAN AT OCEANPORT, L.L.C.

K. HOVNANIAN AT OLD BRIDGE, L.L.C.

K. HOVNANIAN AT PARAMUS, L.L.C.

K. HOVNANIAN AT PARSIPPANY-XXXX HILLS, L.L.C.

K. HOVNANIAN AT PEAPACK-GLADSTONE, L.L.C.

K. HOVNANIAN AT PITTSGROVE, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL IV, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL V, L.L.C.

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VI, L.L.C.

[SIGNATURE PAGE 14 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VIII, L.L.C.

K. HOVNANIAN AT PRINCETON LANDING, L.L.C.

K. HOVNANIAN AT PRINCETON NJ, L.L.C.

K. HOVNANIAN AT XXXXXXXX I, L.L.C.

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

K. HOVNANIAN AT RED BANK, L.L.C.

K. HOVNANIAN AT RIDGEMONT, L.L.C.

K. HOVNANIAN AT SAYREVILLE, L.L.C.

K. HOVNANIAN AT SCOTCH PLAINS, L.L.C.

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

K. HOVNANIAN AT XXXXXX POINT, L.L.C.

K. HOVNANIAN AT SOUTH BRUNSWICK, L.L.C.

K. HOVNANIAN AT SPARTA, L.L.C.

K. HOVNANIAN AT SPRINGCO, L.L.C.

K. HOVNANIAN AT TEANECK, L.L.C.

K. HOVNANIAN AT THE MONARCH, L.L.C.

K. HOVNANIAN AT TRENTON, L.L.C.

K. HOVNANIAN AT UNION TOWNSHIP II, L.L.C.

K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP II, L.L.C.

K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP III, L.L.C.

K. HOVNANIAN AT VERONA URBAN RENEWAL, L.L.C.

K. HOVNANIAN AT VINELAND, L.L.C.

K. HOVNANIAN AT WANAQUE, L.L.C.

K. HOVNANIAN AT XXXXXX TOWNSHIP, L.L.C.

K. HOVNANIAN AT WASHINGTON, L.L.C.

K. HOVNANIAN AT XXXXX IX, L.L.C.

K. HOVNANIAN AT XXXXX VIII, L.L.C.

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

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

[SIGNATURE PAGE 15 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K. HOVNANIAN AT WOODHILL ESTATES, L.L.C.

K. HOVNANIAN AT WOOLWICH I, L.L.C.

K. HOVNANIAN CENTRAL ACQUISITIONS, L.L.C.

K. HOVNANIAN CHESTERFIELD INVESTMENT, L.L.C.

K. HOVNANIAN CLASSICS, L.L.C.

K. HOVNANIAN CLASSICS CIP, L.L.C.

K. HOVNANIAN HOMES – DFW, L.L.C.

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

K. HOVNANIAN OF HOUSTON II, L.L.C.

K. HOVNANIAN NORTH CENTRAL ACQUISITIONS, L.L.C.

K. HOVNANIAN NORTH JERSEY ACQUISITIONS, L.L.C.

K. HOVNANIAN NORTHEAST SERVICES, L.L.C.

K. HOVNANIAN SHORE ACQUISITIONS, L.L.C.

K. HOVNANIAN SOUTHERN NEW JERSEY, X.XX.

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

K. HOVNANIAN T&C INVESTMENT, L.L.C.

K. HOVNANIAN VENTURE I, L.L.C.

K. HOVNANIAN’S PRIVATE HOME PORTFOLIO, L.L.C.

TERRAPIN REALTY, L.L.C.

KHIP, L.L.C.


By:	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. Xxxxxxxxxxx Vice-President — Finance

			AND

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

		By:

			Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 16 OF 39 TO THE THIRD LIEN IP 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 company.

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

		By:
			Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

			AND

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

		By:

			Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 17 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


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

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

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

		By:

			Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

			AND

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

		By:

			Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 18 OF 39 TO THE THIRD LIEN IP 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. Xxxxxxxxxxx Vice-President — Finance

				AND

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

			By:

				Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 19 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K.H. SAN MARCOS CONSERVANCY HOLDINGS, L.L.C.

K. HOVNANIAN AT 3 XXXXXXX, L.L.C.

K. HOVNANIAN AT 4S, L.L.C.

K. HOVNANIAN AT ACQUA VISTA, L.L.C.

K. HOVNANIAN AT ALISO, L.L.C.

K. HOVNANIAN AT ARBOR HEIGHTS, L.L.C.

K. HOVNANIAN AT AVENUE ONE, L.L.C.

K. HOVNANIAN AT BELLA LAGO, L.L.C.

K. HOVNANIAN AT BRIDLEWOOD, L.L.C.

K. HOVNANIAN AT CAPISTRANO, L.L.C.

K. HOVNANIAN AT CARMEL VILLAGE, L.L.C.

K. HOVNANIAN AT CIELO, L.L.C.

K. HOVNANIAN AT COASTLINE, L.L.C.

K. HOVNANIAN AT XXXXXX XXXX, L.L.C.

K. HOVNANIAN AT EASTLAKE, L.L.C.

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

K. HOVNANIAN AT EVERGREEN, L.L.C.

K. HOVNANIAN AT GASLAMP SQUARE, L.L.C.

K. HOVNANIAN AT HIGHWATER, L.L.C.

K. HOVNANIAN AT LA COSTA, LLC

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

K. HOVNANIAN AT LA HABRA KNOLLS, L.L.C.

K. HOVNANIAN AT LAKE HILLS, L.L.C.

K. HOVNANIAN AT LAKE RANCHO VIEJO, L.L.C.

K. HOVNANIAN AT MATSU, L.L.C.

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

K. HOVNANIAN AT MOCKINGBIRD CANYON, L.L.C.

K. HOVNANIAN AT MOSAIC, L.L.C.

K. HOVNANIAN AT OLDE ORCHARD, L.L.C.

K. HOVNANIAN AT ORANGE HEIGHTS, L.L.C.

K. HOVNANIAN AT PACIFIC BLUFFS, L.L.C.

K. HOVNANIAN AT PARK LANE, L.L.C.

K. HOVNANIAN AT PIAZZA D’ORO, L.L.C.

K. HOVNANIAN AT XXXXX, L.L.C.

[SIGNATURE PAGE 20 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

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

K. HOVNANIAN AT RIVERBEND, L.L.C.

K. HOVNANIAN AT XXXXXXXX LANTANA, L.L.C.

K. HOVNANIAN AT XXXXXXX HEIGHTS, L.L.C.

K. HOVNANIAN AT SAGE, L.L.C.

K. HOVNANIAN AT SKYE ISLE, L.L.C.

K. HOVNANIAN AT SUNSETS, L.L.C.

K. HOVNANIAN AT THE XXXXXX, L.L.C.

K. HOVNANIAN AT THE GABLES, L.L.C.

K. HOVNANIAN AT THE PRESERVE, L.L.C.

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

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

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

K. HOVNANIAN INTERNATIONAL, L.L.C.

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

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

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

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

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

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

K. HOVNANIAN’S FOUR SEASONS, L.L.C.

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

NATOMAS CENTRAL NEIGHBORHOOD HOUSING, L.L.C.


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

	By:

		Xxxxx X. Xxxxxxxxxxx
		Vice-President — Finance

[SIGNATURE PAGE 21 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX HOLDINGS NJ, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

		AND

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 22 OF 39 TO THE THIRD LIEN IP 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 CAMP HILL, 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 XXXXXXXX I, L.L.C.

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

K. HOVNANIAN AT LOWER XXXXXXXX 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:	X. Xxxxxxxxx Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.

	By:

		Xxxxx X. Xxxxxxxxxxx
		Vice-President — Finance

[SIGNATURE PAGE 23 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]

X. XXXXXXXXX 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:	X. Xxxxxxxxx Companies of Pennsylvania, Inc., as the sole member of each of the foregoing limited liability companies.

	By:

		Xxxxx X. Xxxxxxxxxxx
		Vice-President — Finance

[SIGNATURE PAGE 24 OF 39 TO THE THIRD LIEN IP 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.

[SIGNATURE PAGE 25 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX COMPANIES, LLC

By:	X. Xxxxxxxxx Enterprises, Inc., as member of the foregoing limited liability company.

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

		AND

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

X. XXXXXXXXX EASTERN PENNSYLVANIA, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 26 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX CRAFTBUILT HOMES OF SOUTH CAROLINA, L.L.C.

X. XXXXXXXXX FOUR SEASONS AT GOLD HILL, L.L.C.

X. XXXXXXXXX HOMES OF SOUTH CAROLINA, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

X. XXXXXXXXX GREAT WESTERN BUILDING COMPANY, L.L.C.

X. XXXXXXXXX GREAT WESTERN HOMES, L.L.C.

NEW LAND TITLE AGENCY, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 27 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX AT HIGHLAND SHORES, L.L.C.

X. XXXXXXXXX AT RIDGESTONE, L.L.C.

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

X. XXXXXXXXX’X FOUR SEASONS AT RUSH CREEK, L.L.C.

X. XXXXXXXXX T&C HOMES AT MINNESOTA, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 28 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX OHIO REALTY, L.L.C.

X. XXXXXXXXX OSTER HOMES, L.L.C.

X. XXXXXXXXX SUMMIT HOMES, L.L.C.

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 29 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX HOMES OF WEST VIRGINIA, L.L.C.

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

X. XXXXXXXXX SUMMIT HOMES OF WEST VIRGINIA, L.L.C.

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

X. XXXXXXXXX SUMMIT HOMES OF MICHIGAN, L.L.C.

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 30 OF 39 TO THE THIRD LIEN IP 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 XXXXXXXXXX, 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:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 31 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


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

M & X XX XXXXXXXX XXXXX, X.X.X.

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

M&M AT KENSINGTON XXXXX, 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:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 32 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


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

X. XXXXXXXXX HOMES AT XXXXX STATION 1, L.L.C.

X. XXXXXXXXX HOMES AT XXXXX STATION 2, L.L.C.

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

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

PADDOCKS, L.L.C.

PINE AYR, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance


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

By:	X. Xxxxxxxxx Homes — DFW, L.L.C., as the sole member of the foregoing limited liability company.

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

		By:

			Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 33 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


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

BUILDER SERVICES NY, L.L.C.

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

X. XXXXXXXXX DELAWARE ACQUISITIONS, L.L.C.

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

X. XXXXXXXXX HOMES AT NASSAU GROVE, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 34 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


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

By:	X. Xxxxxxxxx’x Four Seasons At Menifee Valley, L.L.C.

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 35 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX’X FOUR SEASONS AT XXXXXX’X XXXXX, L.L.C.

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 36 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

X. XXXXXXXXX SUMMIT HOMES OF KENTUCKY, L.L.C.

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 17 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


X. XXXXXXXXX CONNECTICUT ACQUISITIONS, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

X. XXXXXXXXX T&C HOMES AT ILLINOIS, L.L.C.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

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

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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 38 OF 39 TO THE THIRD LIEN IP 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:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance


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

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

[SIGNATURE PAGE 39 OF 39 TO THE THIRD LIEN IP SECURITY AGREEMENT]


M&M INVESTMENTS, L.P.

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

	By:

		Xxxxx X. Xxxxxxxxxxx Vice-President — Finance

Address for Notices for each of the foregoing Pledgors:

c/o X. Xxxxxxxxx Enterprises, Inc.
000 Xxxx Xxxxx Xx., X.X. Xxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

SCHEDULE A
TO
INTELLECTUAL PROPERTY SECURITY AGREEMENT

LIST OF REGISTERED PATENTS, TRADEMARKS AND COPYRIGHTS

1.		Registered Patents: None.

2.		Trademarks: [see attached]

3.		Copyrights: None.

X. XXXXXXXXX ENTERPRISES, INC.

Xxxxx X. Xxxxxxxxxxx

Vice-President — Finance