Subject to the terms and conditions of this Agreement (including, without limitation, the satisfaction (or waiver) of the conditions set forth in Sections 7.1 and 7.2 below), the Company and the Noteholder hereby agree that, subject to the prior receipt by the Company of consents from the Required Holders approving the Amendment, the Amendment will be effective automatically and without any further action at 10:00 a.m., New York time, on the first to occur of (a) July 29, 2016, and (b) the first business day following the Company’s receipt of fully executed copies of this Agreement from each and every holder of Original Notes outstanding as of the date hereof (such date and time being the “ Amendment Time ”).