9. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it on or after the date hereof, enter into, any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.
10. Timing of Obligations. If any of the Companys obligations pursuant to Section 2, Section 3 or Section 5 hereof would come due on a day that is not a Business Day, then such obligation shall be due on the next succeeding Business Day.
11. 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 New Notes or the Exchange Notes, unless the Company has obtained the written consent of Holders of a majority in aggregate principal amount of the New Notes and the Exchange Notes that constitute Transfer-Restricted Securities, 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 or Exchange Notes 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 such Transfer-Restricted Securities or Exchange Securities, as applicable, being sold by such Holders pursuant to such Registration Statement.
12. Notices. Except as otherwise provided in this Agreement, all notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:
(a) if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 12, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture;
(b) if to you, initially at the address set forth in the Dealer Manager Agreement; and
(c) if to the Company, initially at the Companys address set forth in the Dealer Manager Agreement.
All such notices and communications shall be deemed to have been duly given when received.
So long as the New Notes are in global form registered in the name of DTC, Holders will be deemed to have received any notices referred to hereunder upon receipt of such notice by DTC for distribution to its participants. Each party hereto by notice to the other parties may designate additional or different addresses of such party for subsequent notices or communications.
13. Successors. This Agreement shall be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without need for an express assignment, subsequent Holders. If any transferee of any Holder shall acquire New Notes or Exchange Notes in any manner, whether by operation of law or otherwise, such Holder shall be deemed to have agreed to be bound by and subject to all the terms of this Agreement, and by taking and holding such New Notes or Exchange Notes such transferee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.