OR CONSENT IS TO BE EFFECTIVE.
NOTWITHSTANDING THE FOREGOING (EXCEPT THE FOREGOING PROVISOS), A WAIVER OR
CONSENT TO DEPARTURE FROM THE PROVISIONS HEREOF WITH RESPECT TO A MATTER THAT
RELATES EXCLUSIVELY TO THE RIGHTS OF HOLDERS WHOSE SECURITIES OR NEW SECURITIES,
AS THE CASE MAY BE, ARE BEING SOLD PURSUANT TO A REGISTRATION STATEMENT AND THAT
DOES NOT DIRECTLY OR INDIRECTLY AFFECT THE RIGHTS OF
19
OTHER HOLDERS MAY BE GIVEN BY THE MAJORITY HOLDERS, DETERMINED ON THE BASIS OF
SECURITIES OR NEW SECURITIES, AS THE CASE MAY BE, BEING SOLD RATHER THAN
REGISTERED UNDER SUCH REGISTRATION STATEMENT.
11.
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS PROVIDED FOR OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING BY
HAND-DELIVERY, FIRST-CLASS MAIL, TELEX, TELECOPIER OR AIR COURIER GUARANTEEING
OVERNIGHT DELIVERY:
(A)
IF TO A HOLDER, AT THE MOST CURRENT ADDRESS
GIVEN BY SUCH HOLDER TO THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 11, WHICH ADDRESS INITIALLY IS, WITH RESPECT TO EACH HOLDER, THE ADDRESS
OF SUCH HOLDER MAINTAINED BY THE REGISTRAR UNDER THE INDENTURE;
(B)
IF TO THE REPRESENTATIVES, INITIALLY AT THE
ADDRESS OR ADDRESSES SET FORTH IN THE PURCHASE AGREEMENT; AND
(C)
IF TO THE COMPANY, INITIALLY AT ITS ADDRESS
SET FORTH IN THE PURCHASE AGREEMENT.
All such notices and communications shall be deemed to have been duly given when
received.
The Initial Purchasers or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.
12.
REMEDIES.
EACH HOLDER, IN ADDITION TO BEING
ENTITLED TO EXERCISE ALL RIGHTS PROVIDED TO IT HEREIN, IN THE INDENTURE OR IN
THE PURCHASE AGREEMENT OR GRANTED BY LAW, INCLUDING RECOVERY OF LIQUIDATED OR
OTHER DAMAGES, WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS
AGREEMENT.
THE COMPANY AGREES THAT MONETARY DAMAGES WOULD NOT BE ADEQUATE
COMPENSATION FOR ANY LOSS INCURRED BY REASON OF A BREACH BY IT OF THE PROVISIONS
OF THIS AGREEMENT AND HEREBY AGREES TO WAIVE IN ANY ACTION FOR SPECIFIC
PERFORMANCE THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
NOTWITHSTANDING
THE FOREGOING, THE REGISTRATION DEFAULT DAMAGES ARE INTENDED TO CONSTITUTE THE
SOLE MONETARY DAMAGES THAT A HOLDER MAY COLLECT AS A RESULT OF THE OCCURRENCE OF
ANY OF THE CONDITIONS DESCRIBED IN SECTIONS 8(A) - (D) AND ANY OBLIGATIONS THAT
RESULT IN ANY SUCH CONDITION, OTHER THAN THE COSTS AND EXPENSES ASSOCIATED WITH
ENFORCING THEIR RIGHTS THEREUNDER.
13.
SUCCESSORS.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO, THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, INCLUDING, WITHOUT THE NEED FOR AN EXPRESS ASSIGNMENT OR
ANY CONSENT BY THE COMPANY THERETO, SUBSEQUENT HOLDERS OF SECURITIES AND THE NEW
SECURITIES, AND THE INDEMNIFIED PERSONS REFERRED TO IN SECTION 6 HEREOF.
THE
COMPANY HEREBY AGREES TO EXTEND THE BENEFITS OF THIS AGREEMENT TO ANY HOLDER OF
SECURITIES AND THE NEW SECURITIES, AND ANY SUCH HOLDER MAY SPECIFICALLY ENFORCE
THE PROVISIONS OF THIS AGREEMENT AS IF AN ORIGINAL PARTY HERETO.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE