8. Underwritten Registrations. If any of the Transfer-Restricted Securities covered by the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer-Restricted Securities included in such offering, subject to the consent of the Issuer (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith.
No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such persons Transfer-Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in any case as to the Notes, the Exchange Securities or the Private Exchange Securities, unless the Issuer and the Guarantor have obtained the written consent of Holders of a majority in aggregate principal amount of the Notes, the Exchange Securities and the Private Exchange Securities that constitute Transfer-Restricted Securities affected, taken as a single class. In addition, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Transfer-Restricted Securities, Exchange Securities or Private Exchange Securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate principal amount of the Transfer-Restricted Securities, the Exchange Securities and the Private Exchange Securities being sold by such Holders pursuant to such Registration Statement.
(b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, facsimile, or air courier guaranteeing next-day delivery:
(1) if to a Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 9(b), which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to the Initial Purchasers;
(2) if to an Initial Purchaser, initially at, for BofA Securities, Inc. at 1540 Broadway, NY8-540-26-02, New York, New York 10036, Facsimile: (646) 855-5958, Attention: High Grade Transaction Management/Legal, for Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Fax: (646) 291-1469, Attention: General Counsel and for MUFG Securities Americas Inc. at 1221 Avenue of the Americas, 6th Floor, New York, New York, Facsimile: (646) 434-3455, Attention: Capital Markets Group; and