Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. The Company represents, covenants and agrees: (a) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (c) All Warrant Shares issuable upon the exercise of this Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, and free from all taxes, liens and charges. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of Common Shares to provide for the exercise in full of this Warrant.

Certain Representations and Agreements. (a) The Company represents, covenants and agrees: (a) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (bi) This Warrant Contingent Payment Right is, and any Warrant Contingent Payment Right issued in substitution for or replacement of this Warrant Contingent Payment Right shall be, upon issuance, duly authorized and validly issued. (cii) All Warrant Contingent Payment Right Shares issuable upon the exercise Cashless Conversion of this Warrant Certificate Contingent Payment Right pursuant to the terms hereof shall be, upon issuance, and and, subject to the last sentence of this clause (ii), the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Warrant Contingent Payment Right Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxesTaxes, liens and charges. The Company further covenants and agrees that during the period within which so long as this Warrant may be exercisedContingent Payment Right is outstanding, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Shares Stock to provide for the exercise Cashless Conversion in full of this WarrantContingent Payment Right; provided, that until the Charter Amendment is approved by the Company’s stockholders, the Company shall not be required to reserve shares of Common Stock that it does not presently have authority to issue under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii). (iii) The Company shall not amend or modify any provision of the Company Charter Documents in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder. (iv) Until the earlier of the termination of the Investment Agreement in accordance with its terms or the Second Closing (as defined in the Investment Agreement), the Company shall not, except with the consent of the Holder, (i) declare, order, pay or make a dividend or other distribution on its Common Stock, whether in cash, other securities (including rights), evidences of indebtedness or any other property of the Company, any of its subsidiaries or any other Person, or otherwise, excluding dividends or distributions subject to adjustment pursuant to Section 4(a) or (ii) make any payment on account of, or set apart any assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Common Stock. If the Company shall at any time or from time to time declare, order, pay or make a dividend or make a distribution on its Common Stock described in the preceding sentence, the Holder shall be entitled to receive consideration in the same amount and form at the same time as if the dividend or distribution had been declared or issued as such Holder would have received had all of the Contingent Payment Right held by such Holder been converted into Contingent Payment Right Shares pursuant to a Cashless Conversion immediately prior to such dividend or distribution. (v) The Company shall not redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities if such action would require any approval of the FCC or any State PUC as a result of the Holder’s ownership of this Contingent Payment Right and/or any other securities of the Company, without first obtaining such approval. (b) The Investor represents, covenants and agrees: (i) The Investor is acquiring the Contingent Payment Right for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any applicable securities law, nor with any present intention of distributing or selling the Contingent Payment Right. (ii) The Investor is an “accredited investor” as defined in Regulation D under the Act and able to bear the economic risk of holding the Contingent Payment Right for an indefinite period, and, for the avoidance of doubt without limiting any of the representations and warranties in the Transaction Documents, has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Contingent Payment Right.

Certain Representations and Agreements. The Company represents, warrants, covenants and agrees: (a) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (cb) All Warrant Shares issuable upon the exercise of of, or otherwise pursuant to, this Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The As of the Original Issue Date, the Company further covenants has reserved from its authorized and agrees that during unissued Common Shares, exclusively for issuance upon exercise of this Warrant, and from and after the period within which Original Issue Date the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting exercises of this Warrant, such number of Common Shares as shall from time to time be sufficient to effect the exercise of this Warrant may in full for cash (without giving effect to the Beneficial Ownership Limitation or any other limitations on exercise herein or elsewhere); and if at any time the number of authorized but unissued Common Shares shall not be exercisedsufficient to effect the exercise of this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may be necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient number of Common Shares to provide such number of shares as shall be sufficient for such purpose, including, without limitation, calling a special meeting of stockholders and/or any other relevant corporate body to amend the Company’s charter increasing the authorized share capital of the sufficiently high to meet the Company’s obligations under this Section 3(b). (c) The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such exercise. (d) The Company will use its reasonable best efforts to procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise in full of this WarrantWarrant on the principal stock exchange on which the Common Stock is then listed or traded.

Certain Representations and Agreements. The Company represents, covenants Initial Investor hereby represents and agrees: (a) During warrants to NEP Member that the period Initial Investor is duly formed and is validly existing as a limited liability company and is in good standing under the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance Laws of the State of Delaware, has the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full limited liability company power and authority to execute and deliver, and to perform its officers who are charged with obligations under, this Agreement; (b) the duty of issuing Class B Parent hereby represents and warrants to NEP Member that the necessary Warrant Shares upon Class B Parent is duly formed and is validly existing as a limited liability company and is in good standing under the exercise Laws of the purchase rights under State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Warrant. The Company will take Agreement, and is the owner, beneficially and of record, of all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise issued and outstanding equity interests of the purchase rights represented by this Warrant Initial Investor, free and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from clear of all taxes, liens and charges created by the Company in respect of the issue thereof Encumbrances (other than taxes in respect of any transfer occurring contemporaneously with such issueEncumbrances arising under the Credit Agreement). (b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. ; (c) All Warrant Shares issuable upon Class B Holdco hereby represents and warrants to NEP Member that Class B Holdco is duly formed and is validly existing as a limited liability company and is in good standing under the exercise Laws of this Warrant Certificate pursuant the State of Delaware, has the full limited liability company power and authority to the terms hereof shall be, upon issuanceexecute and deliver, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares areto perform its obligations under, validly issued, fully paid and non-assessablethis Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Class B Parent, free from and clear of all taxesEncumbrances (other than Encumbrances arising under the Credit Agreement); and (d) each Blocker hereby represents and warrants to NEP Member that each such Blocker is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, liens has the full limited liability company power and charges. The Company further covenants authority to execute and agrees deliver, and to perform its obligations under, this Agreement, and, collectively with the other Blockers, is the owner, beneficially and of record, of all of the issued and outstanding equity interests of Class B Holdco, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (e) Blocker Parent hereby represents and warrants to NEP Member that during Blocker Parent is duly formed and is validly existing as a limited partnership and is in good standing under the period within which Laws of the State of Delaware, has the full limited partnership power and authority to execute and deliver, and to perform its obligations under, this Warrant may be exercisedAgreement, and is the Company will at owner, beneficially and of record, of all times have authorized of the issued and reserved outstanding equity interests of each Blocker, free and clear of all Encumbrances (as unissued or held in treasury) a sufficient number of Common Shares to provide for other than Encumbrances arising under the exercise in full of this WarrantCredit Agreement).

Certain Representations and Agreements. The Company represents, warrants, covenants and agrees: (a) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (cb) All Warrant Shares issuable upon the exercise of of, or otherwise pursuant to, this Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The As of the Original Issue Date, the Company further covenants has reserved from its authorized and agrees that during unissued Common Shares, exclusively for issuance upon exercise of this Warrant, and from and after the period within which Original Issue Date the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting exercises of this Warrant, such number of Common Shares as shall from time to time be sufficient to effect the exercise of this Warrant may in full for cash (without giving effect to the Beneficial Ownership Limitation or any other limitations on exercise herein or elsewhere); and if at any time the number of authorized but unissued Common Shares shall not be exercisedsufficient to effect the exercise of this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may be necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient number of Common Shares to provide such number of shares as shall be sufficient for such purpose, including, without limitation, calling a special meeting of stockholders and/or any other relevant corporate body to amend the Company’s charter increasing the authorized share capital of the sufficiently high to meet the Company’s obligations under this Section 3(b). (c) The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such exercise. (d) The Company will use its reasonable best efforts to procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise in full of this Warrant on the principal stock exchange on which the Common Stock is then listed or traded. (e) The authorization, execution, delivery and performance by the Company of this Warrant, and the consummation by the Company of the transactions contemplated hereby, including the issuance of this Warrant and the Warrant Shares do not and will not: (i) violate or result in the breach of any provision of the Certificate of Incorporation, Bylaws and Certificate of Designations; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any material contract, mortgage or credit agreement to which the Company or any of its Subsidiaries is a party; (y) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation; or (z) result in the creation of any liens, pledges, mortgages, security interests or other encumbrances or charges of any kind upon any assets of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a governmental authority to the Company or any of its Subsidiaries, other than liens under federal or state securities laws. (f) No shareholder approval is required pursuant to the rules of the Nasdaq Stock Market in connection with the issuance of this Warrant or the Warrant Shares. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the issuance of this Warrant (or the Warrant Shares) to the Holder or the transfer thereof, without any further action on the part of the stockholders of the Company or the Board of Directors. (g) No consent, approval or authorization of, or filing with, any court or governmental authority is or will be required on the part of the Company in connection with the issuance of this Warrant and the Warrant Shares, except for those which have already been made or granted, including the approval of the listing of the Warrant Shares with the Nasdaq Stock Market.

Certain Representations and Agreements. The Company represents, covenants X. Xxxxxxxxx represents and agrees:warrants to Viatel that the documents attached hereto as Exhibit B are true and complete copies of all documentation executed by Varsavsky in connection with the Margin Loan. (a) During X. Xxxxxxxxx represents and warrants to Viatel that the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, Margin Loan has a sufficient number of Common Shares to provide for the issuance of the full maximum principal amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue)U.S.$15.0 million. (b) This Warrant isX. Xxxxxxxxx represents and warrants to Viatel that as of May 28, and any Warrant issued in substitution for or replacement 1998 he had borrowed an aggregate amount of this Warrant shall be, upon issuance, duly authorized and validly issuedU.S.$6.7 million under the Margin Loan. (c) All Warrant Shares issuable upon the exercise of this Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, and free from all taxes, liens and charges. The Company further covenants and X. Xxxxxxxxx hereby agrees with Viatel that during the lock-up period within he shall not borrow more than an additional U.S.$5.0 million under the Margin Loan (the "Permissible Borrowing") until such time as the market price of the Common Stock is at least equal to the market price of such Stock on the date the Margin Loan was incurred, at which this Warrant point the Permissible Borrowing shall be the amount available for borrowing under the Margin Loan, PROVIDED, HOWEVER, that Varsavsky may borrow only additional amounts under the Margin Loan or increase or refinance the Margin Loan subject to the approval of Viatel, which approval shall not be exercisedunreasonably withheld or delayed. Notwithstanding the foregoing, (i) in the event that the price per share of the Common Stock equals or exceeds U.S.$10.00 per share, the Company will at all times have authorized and reserved Permissible Borrowing shall be increased to U.S.$7.0 million (as unissued or held in treasuryii) a sufficient number the Permissible Borrowing shall be reduced by an amount equal to the net cash proceeds received from the sale of Common any Varsavsky Shares to provide executive officers of Viatel for a per share price equal to the average closing price of the Common Stock for the exercise in full ten (10) business days prior to the date of this WarrantAgreement. E. JazzTel hereby represent and warrants that all necessary approvals have been obtained for the execution and delivery of this Agreement. X. Xxxxxxxxx and JazzTel agree not to take any action, or cause any other person to take any action, which is intended, or would reasonably be expected, to harm the reputation of Viatel, its subsidiaries and affiliates and their current and former officers and directors; PROVIDED, HOWEVER, the forgoing limitation shall not apply to (i) compliance with any legal process or subpoena or (ii) statements made in response to an authorized inquiry from a court or regulatory or administrative body. Varsavsky and JazzTel agree not to take any action, or cause any other person to take any action, which is intended, or would reasonably be expected, to lead to adverse publicity for Viatel, its subsidiaries and affiliates and their current and former officers and directors. In no event shall any public statements be made about Viatel without the prior written consent of Viatel. FOR SETTLEMENT PURPOSES ONLY G. Viatel agrees that it will not take any action, or cause any other person to take any action, which is intended, or would reasonably be expected, to harm the reputation of Varsavsky or JazzTel; PROVIDED, HOWEVER, the forgoing limitation shall not apply to (i) compliance with any legal process or subpoena, (ii) statements made in response to an authorized inquiry from a court or regulatory or administrative body or (iii) statements or information contained in documents required to be filed by Viatel with the Securities Exchange Commission or any other applicable regulatory or administrative body. Except as required by law or contemplated above, Viatel agrees that it will not take any action, or cause any other person to take any action, which is intended, or would reasonably be expected, to lead to adverse publicity for Varsavsky or JazzTel. In no event shall any public statements be made about Varsavsky or JazzTel without the prior written consent of such party.

Certain Representations and Agreements. The Company represents, covenants and agrees: (a) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (cb) All Warrant Shares issuable upon the exercise of this Warrant Certificate and all Put Settlement Shares issuable pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares or Put Settlement Shares, as applicable, are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The As of the date of issuance of this Warrant, the Company further covenants has reserved from its authorized and agrees that during unissued Common Shares, exclusively for issuance pursuant to the period within which terms of this Warrant, and from and after the date of Issuance of this Warrant may the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of issuance pursuant to the terms of this Warrant (whether upon the exercise of the purchase right hereunder, exercise of the Holder’s rights under Section 5 or otherwise), such number of Common Shares as shall from time to time be exercisedsufficient to effect the exercise of the purchase right or Put Option with respect to this Warrant in full (after giving effect to the Share Issuance Cap, but without giving effect to the Beneficial Ownership Limitation); and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the exercise of the purchase right or Put Option with respect to this Warrant in full, the Company will at all times have use reasonable best efforts to take such corporate action as may necessary to increase its authorized and reserved (as but unissued or held in treasury) a sufficient number of Common Shares to provide such number of shares as shall be sufficient for such purpose. (c) The Company shall take all such actions as may be necessary to ensure that all Warrant Shares and Put Settlement Shares are issued without violation of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such exercise. (d) The Company will procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise in full of this WarrantWarrant and any Put Settlement Shares issued hereunder on the principal stock exchange on which the Common Shares are then listed or traded.

Certain Representations and Agreements. The Company represents, covenants and agrees: (a) During the period the Warrant is outstandingEach of PCC and PCC Shareholders, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Sharesseverally but not jointly, solely for the purpose of issue upon exercise of Warrants as herein providedrepresents, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). (b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (c) All Warrant Shares issuable upon the exercise of this Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, and free from all taxes, liens and charges. The Company further covenants warrants and agrees that during (i) to its knowledge (it being understood that it has not conducted a detailed review of all agreements to which it or its subsidiaries is a party), except for governmental consents (including under the period within HSR Act) and the consents of DirecTV and the NRTC, neither the execution, delivery and performance of the Definitive Agreement nor the consummation of the Merger Transaction, will require any consent or approval of, filing or taking of any other action with, or notice to, any individual, partnership, corporation, limited liability company, unincorporated organization, association, joint venture or other entity (a "Person") or result in a breach, constitute a default under or give rise to an offer to repurchase under any contract, agreement, incentive, instrument or other arrangement to which this Warrant may be exercisedeither is a party or by which either of them or any of their assets is bound, the Company will at all times have authorized and reserved (as unissued or held in treasuryii) a sufficient number of Common Shares to provide PCC's Annual Report on Form 10-K for the exercise year ended December 31, 1996, and its quarterly reports on Form 10-Q for the periods ended March 31 and June 30, 1997, have been filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934 (the "Exchange Act"), conformed in full all material respects to the requirements of this Warrantthe Exchange Act and the rules and regulations as in effect as of the date such reports were filed with the Commission and did not at those times (and PCC's Offering Memorandum dated October 15, 1997 (the "PCC Offering Memorandum") relating to PCC's 9-5/8% Senior Notes did not, as of its date) contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) through the date of the Closing PCC shall file all reports required to be filed by it under the Exchange Act and by NASDAQ as in effect as of the date such reports are required to be filed, and such reports shall contain no untrue statement of material fact or omit to state a material fact required to be stated therein necessary to make the statements therein, and in light of the circumstances under which they were made, not misleading.