TO THE COMPANY AND THE
GUARANTORS, INITIALLY AT THE COMPANY'S ADDRESS SET FORTH IN THE PURCHASE
AGREEMENT AND THEREAFTER AT SUCH OTHER ADDRESS, NOTICE OF WHICH IS GIVEN IN
ACCORDANCE
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WITH THE PROVISIONS OF THIS SECTION 6(C); AND (III) TO SUCH OTHER PERSONS AT
THEIR RESPECTIVE ADDRESSES AS PROVIDED IN THE PURCHASE AGREEMENT AND THEREAFTER
AT SUCH OTHER ADDRESS, NOTICE OF WHICH IS GIVEN IN ACCORDANCE WITH THE
PROVISIONS OF 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. 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 PURCHASE AGREEMENT OR 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 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 INITIAL
PURCHASERS (IN THEIR CAPACITY AS INITIAL PURCHASERS) SHALL HAVE NO LIABILITY OR
OBLIGATION TO THE COMPANY 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.
(E)
THIRD PARTY BENEFICIARIES. EACH HOLDER SHALL BE A THIRD PARTY
BENEFICIARY TO THE AGREEMENTS MADE HEREUNDER BETWEEN THE COMPANY 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 IT DEEMS
SUCH ENFORCEMENT NECESSARY OR ADVISABLE TO PROTECT ITS RIGHTS OR THE RIGHTS OF
OTHER HOLDERS HEREUNDER.
(F)
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.
(G)
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT A PART OF THIS AGREEMENT AND SHALL NOT LIMIT OR
OTHERWISE