This Waiver Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Prior to the Expiration Date, no Holder shall (a) sell, transfer, assign, pledge, hypothecate, pledge a lien, grant a participation interest in, or otherwise dispose of, directly or indirectly, any of its right, title, or interest in respect of any of such Holder’s Notes in whole or in part, or (b) grant any proxies, deposit any of such Holder’s interests in the Notes into a voting trust, or enter into a voting agreement with respect to any such interest (each of the actions described in clauses (a) and (b), a “ Transfer ”), unless such Transfer is to another Holder party to this Waiver Agreement or any other entity that first agrees in writing to be bound by the terms of this Waiver Agreement by executing and delivering to the Holders a joinder substantially in the form attached hereto as Exhibit A , provided that , nothing in this Section 5.5 shall prohibit or otherwise affect any Holder’s pledge of its interests in the Notes to such Holder’s own lender in the ordinary course of business so long as any such pledge shall be subject to the terms of this Waiver Agreement.  Any Transfer made in violation of this Section 5.5 shall be deemed null and void and of no force or effect.