THIS SECTION 6(C).
All such notices and communications shall be deemed to have been duly given:
at
the time delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next business
day if timely delivered to an air courier guaranteeing overnight delivery.
22
Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.
(D)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS, ASSIGNS AND TRANSFEREES OF EACH OF THE
PARTIES, INCLUDING, WITHOUT LIMITATION AND WITHOUT THE NEED FOR AN EXPRESS
ASSIGNMENT, SUBSEQUENT HOLDERS; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED TO
PERMIT ANY ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF REGISTRABLE SECURITIES
IN VIOLATION OF THE TERMS OF THE INDENTURE.
IF ANY TRANSFEREE OF ANY HOLDER
SHALL ACQUIRE REGISTRABLE SECURITIES, IN ANY MANNER, WHETHER BY OPERATION OF LAW
OR OTHERWISE, SUCH REGISTRABLE SECURITIES SHALL BE HELD SUBJECT TO ALL OF THE
TERMS OF THIS AGREEMENT, AND BY TAKING AND HOLDING SUCH REGISTRABLE SECURITIES
SUCH PERSON SHALL BE CONCLUSIVELY DEEMED TO HAVE AGREED TO BE BOUND BY AND TO
PERFORM ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT AND SUCH PERSON SHALL
BE ENTITLED TO RECEIVE THE BENEFITS HEREOF.
THE TRUSTEE (IN ITS CAPACITY AS
TRUSTEE UNDER THE INDENTURE OR ACTING ON BEHALF OF THE HOLDERS PURSUANT TO THIS
AGREEMENT) SHALL HAVE NO LIABILITY OR OBLIGATION TO EITHER (I) THE ISSUER OR THE
GUARANTORS WITH RESPECT TO ANY FAILURE BY A HOLDER TO COMPLY WITH, OR ANY BREACH
BY ANY HOLDER OF, ANY OF THE OBLIGATIONS OF SUCH HOLDER UNDER THIS AGREEMENT OR
(II) ANY HOLDER WITH RESPECT TO ANY FAILURE BY THE ISSUER OR THE GUARANTORS TO
COMPLY WITH, OR ANY BREACH BY THE ISSUER OR THE GUARANTORS OF, ANY OF THE
OBLIGATIONS OF THE ISSUER OR THE GUARANTORS UNDER THIS AGREEMENT.
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES AND REPLACES ALL OTHER PRIOR AGREEMENTS, WRITTEN OR ORAL, AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(F)
THIRD PARTY BENEFICIARY.
THE HOLDERS SHALL BE THIRD PARTY
BENEFICIARIES TO THE AGREEMENTS MADE HEREUNDER BETWEEN THE ISSUER AND THE
GUARANTORS, ON THE ONE HAND, AND THE INITIAL PURCHASERS, ON THE OTHER HAND, AND
SHALL HAVE THE RIGHT TO ENFORCE SUCH AGREEMENTS DIRECTLY TO THE EXTENT THEY DEEM
SUCH ENFORCEMENT NECESSARY OR ADVISABLE TO PROTECT THEIR RIGHTS HEREUNDER.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(H)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR