IN THE INDENTURE 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 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