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 Second Amendment, the Second 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) January 31, 2017, and (b) the first business day following the Company’s receipt of fully executed copies of this Agreement from the holders representing at least a majority of the aggregate principal amount of First Amended Notes outstanding as of the date hereof (such date and time being the “ Second Amendment Time ”).