PREPAID AND PROPERLY ADDRESSED).
FOR THE
PURPOSES HEREOF, THE ADDRESSES OF THE PARTIES HERETO SHALL BE AS SET FORTH BELOW
EACH PARTY'S NAME ON THE SIGNATURE PAGES HERETO, OR, AS TO EACH PARTY, AT SUCH
OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO ALL OF
THE OTHER PARTIES.
8.8
FURTHER ASSURANCES.
EACH OF THE TRUSTEE AND THE NOTEHOLDER
COLLATERAL AGENT, ON BEHALF OF ITSELF AND THE NOTEHOLDERS, AND THE FIRST-LIEN
ADMINISTRATIVE AGENT, THE MORTGAGE TAX COLLATERAL AGENT AND THE SENIOR CREDIT
AGENT, ON BEHALF OF ITSELF AND THE SENIOR LENDERS, AGREES THAT EACH OF THEM, AT
THE EXPENSE OF THE COMPANY, SHALL TAKE SUCH FURTHER ACTION AND SHALL EXECUTE AND
DELIVER TO THE FIRST-LIEN ADMINISTRATIVE AGENT, THE MORTGAGE TAX COLLATERAL
AGENT
AND THE SENIOR CREDIT AGENT AND THE SENIOR LENDERS SUCH ADDITIONAL
DOCUMENTS AND INSTRUMENTS (IN RECORDABLE FORM, IF REQUESTED) AS THE FIRST-LIEN
ADMINISTRATIVE AGENT, THE
25
SENIOR CREDIT AGENT OR THE SENIOR LENDERS MAY REASONABLY REQUEST TO EFFECTUATE
THE TERMS OF AND THE LIEN PRIORITIES CONTEMPLATED BY THIS AGREEMENT.
8.9
COMPANY NOTICE OF THE DISCHARGE OF SENIOR CLAIMS.
THE COMPANY
SHALL PROVIDE PROMPT WRITTEN NOTICE TO THE TRUSTEE OF ANY DISCHARGE OF THE
SENIOR LENDER CLAIMS.
8.10
GOVERNING LAW.
THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT
AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL BE
INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES BOUND HEREBY
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
8.11
BINDING ON SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING
UPON THE FIRST-LIEN ADMINISTRATIVE AGENT, THE SENIOR CREDIT AGENT, THE SENIOR
LENDERS, THE MORTGAGE TAX COLLATERAL AGENT, THE TRUSTEE, THE NOTEHOLDER
COLLATERAL AGENT, THE NOTEHOLDERS,
HOVNANIAN, THE COMPANY, AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS.
8.12
SPECIFIC PERFORMANCE.
THE FIRST-LIEN ADMINISTRATIVE AGENT MAY
DEMAND SPECIFIC PERFORMANCE OF THIS AGREEMENT.
THE TRUSTEE, ON BEHALF OF ITSELF
AND THE NOTEHOLDERS, HEREBY IRREVOCABLY WAIVES ANY DEFENSE BASED ON THE ADEQUACY
OF A REMEDY AT LAW AND ANY OTHER DEFENSE THAT MIGHT BE ASSERTED TO BAR THE
REMEDY OF SPECIFIC PERFORMANCE IN ANY ACTION THAT MAY BE BROUGHT BY THE
FIRST-LIEN ADMINISTRATIVE AGENT.
8.13
SECTION TITLES.
THE SECTION TITLES CONTAINED IN THIS AGREEMENT ARE
AND SHALL BE WITHOUT SUBSTANTIVE MEANING OR CONTENT OF ANY KIND WHATSOEVER AND
ARE NOT A PART OF THIS AGREEMENT.
8.14
COUNTERPARTS; TELECOPY SIGNATURES.
THIS AGREEMENT MAY BE SIGNED IN
ANY NUMBER OF COUNTERPARTS EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT; AND, DELIVERY OF EXECUTED
SIGNATURE PAGES HEREOF BY TELECOPY TRANSMISSION, OR OTHER ELECTRONIC
TRANSMISSION IN .PDF OR SIMILAR FORMAT, FROM ONE PARTY TO ANOTHER SHALL
CONSTITUTE EFFECTIVE AND BINDING EXECUTION AND DELIVERY OF THIS AGREEMENT BY
SUCH PARTY.
8.15
AUTHORIZATION.
BY ITS SIGNATURE, EACH PERSON EXECUTING THIS
AGREEMENT ON BEHALF OF A PARTY HERETO REPRESENTS AND WARRANTS TO THE OTHER
PARTIES HERETO THAT IT IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT.
THE