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 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 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
23
by the Issuer to comply with, or any breach by the Issuer of, any of the
obligations of the Issuer 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, 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 CONVENIENCE