Common use of Registration Under the 1933 XXX Clause in Contracts

Registration Under the 1933 XXX. (a) The Company shall file as soon as practicable after the Closing Date a Resale Registration Statement (the "Resale Registration Statement") providing for the offer and sale of the Registrable Securities. The Company shall use its best efforts: (i) to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is practicable after filing and in any event, by August 31, 2000; provided, however, that no Holder shall be entitled to be named as a selling security holder in the Resale Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder; (ii) to keep the Resale Registration Statement continuously effective (subject to the last sentence of Section 3(A)(k) and 3(C) hereof) until the earlier of (w) the expiration of the period referred to in Rule 144(k) (or any successor provision thereto) with respect to all Registrable Securities held by Persons that are not Affiliates of the Company, (x) such time as all of the Registrable Securities covered by the Resale Registration Statement have been sold pursuant to the Resale Registration Statement, (y) the date on which all Registrable Securities have ceased to be outstanding as such and (z) January 26, 2002 (the "Effectiveness Period"); (iii) upon receipt of a properly completed Notice and Questionnaire, after the Effective Time of the Resale Registration Statement (subject to Section 3(A)(k) hereof) and promptly upon the request of any Electing Holder of Registrable Securities to take any action reasonably necessary to enable such Electing Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Electing Holder as a selling security holder in the Resale Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Electing Holder of the obligation to return a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(A)(a)(ii) hereof; and (iv) if at any time prior to the end of the Effectiveness Period the Registrable Securities, pursuant to the Indenture, are convertible into securities other than Common Shares, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Resale Registration Statement no later than the date on which the Registrable Securities may then be convertible into such securities. The Company further agrees to supplement or amend the Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by an Electing Holder with respect to information timely furnished to the Company in writing by, and relating to such Electing Holder, and to use its best efforts to cause any such amendment to become effective and such Resale Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Electing Holders of Registrable Securities a reasonable number of copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Sections 2 and 3. Each Electing Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Electing Holder's Registrable Securities pursuant to the Resale Registration Statement. (c) A Resale Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to a Resale Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Resale Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Resale Registration Statement may legally resume. As provided for in the Indenture, in the event (w) the Resale Registration Statement with respect to all Registrable Securities is not declared effective on or prior to August 31, 2000, (x) prior to the end of the Effectiveness Period the Prospectus is unavailable (including pursuant to any suspension under Section 3(A)(k)) for periods in excess of those specified in Section 3(C)), (y) the Company fails to make any filing within the periods required under Section 3(A)(a)(ii)(x), or (z) any filing required pursuant to Section 3(A)(a)(ii)(y) is a post-effective amendment required to be declared effective under the 1933 Act and such amendment is not declared effective within 45 days of the filing thereof (each, a "Registration Default"), then the Company shall pay liquidated damages ("Liquidated Damages Amount") to the Holders of Securities and Common Shares (but in the case of any Registration Default described in clauses (x), (y) and (z), such Liquidated Damages Amount shall only be paid to the Electing Holders of Securities and Common Shares that are Registrable Securities and that are, by reason of such Registration Default, not entitled (or legally permitted) to effect sales of such Registrable Securities pursuant to the Resale Registration Statement) from and including the day on which such Registration Default first occurs to (but excluding) the day on which such Registration Default is cured. Such Liquidated Damages Amount shall accrue (i) in respect of any such Securities that are Registrable Securities, at a rate per annum equal to 0.5% of the principal amount of such Securities and (ii) in respect of any Common Shares that are Registrable Securities, at a rate per annum equal to 0.5% of the product of the number of such Common Shares mutiplied by the then applicable Conversion Price. (d) Without limiting the remedies available to the Initial Purchaser and the Electing Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Initial Purchaser or the Electing Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Electing Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) hereof.

Registration Under the 1933 XXX. (a) The Company shall file as soon as practicable after the Closing Date a Resale Registration Statement (the "Resale Registration Statement") providing for the offer and sale of the Registrable Securities. The Company shall use its best efforts: (i) to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is practicable after filing and in any event, by August 31November 30, 20002001; provided, however, that no Holder shall be entitled to be named as a selling security holder in the Resale Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder; (ii) to keep the Resale Registration Statement continuously effective (subject to the last sentence of Section 3(A)(k) and 3(C) hereof) until the earlier of (w) the expiration of the period referred to in Rule 144(k) (or any successor provision thereto) with respect to all Registrable Securities held by Persons that are not Affiliates of the Company, (x) such time as all of the Registrable Securities covered by the Resale Registration Statement have been sold pursuant to the Resale Registration Statement, (y) the date on which all Registrable Securities have ceased to be outstanding as such and (z) January 26May 29, 2002 2003 (the "Effectiveness Period"); (iii) upon receipt of a properly completed Notice and Questionnaire, after the Effective Time of the Resale Registration Statement (subject to Section 3(A)(k) hereof) and promptly upon the request of any Electing Holder of Registrable Securities to take any action reasonably necessary to enable such Electing Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Electing Holder as a selling security holder in the Resale Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Electing Holder of the obligation to return a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(A)(a)(ii) hereof; and (iv) if at any time prior to the end of the Effectiveness Period the Registrable Securities, pursuant to the Indenture, are convertible into securities other than Common Shares, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Resale Registration Statement no later than the date on which the Registrable Securities may then be convertible into such securities. The Company further agrees to supplement or amend the Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by an Electing Holder with respect to information timely furnished to the Company in writing by, and relating to such Electing Holder, and to use its best efforts to cause any such amendment to become effective and such Resale Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Electing Holders of Registrable Securities a reasonable number of copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Sections 2 and 3. Each Electing Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Electing Holder's Registrable Securities pursuant to the Resale Registration Statement. (c) A Resale Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to a Resale Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Resale Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Resale Registration Statement may legally resume. As provided for in the Indenture, in the event (w) the Resale Registration Statement with respect to all Registrable Securities is not declared effective on or prior to August 31November 30, 20002001, (x) prior to the end of the Effectiveness Period the Prospectus is unavailable (including pursuant to any suspension under Section 3(A)(k)) for periods in excess of those specified in Section 3(C)), (y) the Company fails to make any filing within the periods required under Section 3(A)(a)(ii)(x), or (z) any filing required pursuant to Section 3(A)(a)(ii)(y) is a post-effective amendment required to be declared effective under the 1933 Act and such amendment is not declared effective within 45 days of the filing thereof (each, a "Registration Default"), then the Company shall pay liquidated damages ("Liquidated Damages Amount") to the Holders of Securities and Common Shares (but in the case of any Registration Default described in clauses (x), (y) and (z), such Liquidated Damages Amount shall only be paid to the Electing Holders of Securities and Common Shares that are Registrable Securities and that are, by reason of such Registration Default, not entitled (or legally permitted) to effect sales of such Registrable Securities pursuant to the Resale Registration Statement) from and including the day on which such Registration Default first occurs to (but excluding) the day on which such Registration Default is cured. Such Liquidated Damages Amount shall accrue (i) in respect of any such Securities that are Registrable Securities, at a rate per annum equal to 0.5% of the principal amount of such Securities and (ii) in respect of any Common Shares that are 5 7 Registrable Securities, at a rate per annum equal to 0.5% of the product of the number of such Common Shares mutiplied multiplied by the then applicable Conversion Price. (d) Without limiting the remedies available to the Initial Purchaser and the Electing Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Initial Purchaser or the Electing Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Electing Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) hereof.

Registration Under the 1933 XXX. (a) The Company shall file as soon as practicable after the Closing Date a Resale Registration Statement (the "Resale Registration Statement") providing for the offer and sale of the Registrable SecuritiesShares. The Company shall use its best efforts: (i) to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is practicable after filing and in any event, by August 31, 2000within 180 days after the Closing Date; provided, however, that no Holder shall be entitled to be named as a selling security holder securityholder in the Resale Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities Shares unless such Holder is an Electing Holder; (ii) to keep the Resale Registration Statement continuously effective (subject to the last sentence of Section 3(A)(k) and 3(C) hereof) until the earlier earliest of (w) the expiration of the period referred to in Rule 144(k) (or any successor provision thereto) with respect to all Registrable Securities Shares held by Persons that are not Affiliates of the Company, (x) such time as all of the Registrable Securities Shares covered by the Resale Registration Statement have been sold pursuant to the Resale Registration Statement, (y) the date on which all Registrable Securities Shares have ceased to be outstanding as such and (z) January 26December 23, 2002 2000 (the "Effectiveness Period"); (iii) upon receipt of a properly completed Notice and Questionnaire, after the Effective Time of the Resale Registration Statement (subject to Section 3(A)(k) hereof) and promptly upon the request of any Electing Holder of Registrable Securities Shares to take any action reasonably necessary to enable such Electing Holder to use the Prospectus forming a part thereof for resales of Registrable SecuritiesShares, including, without limitation, any action necessary to identify such Electing Holder as a selling security holder securityholder in the Resale Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Electing Holder of the obligation to return a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(A)(a)(ii) hereof; and (iv) if at any time prior to the end of the Effectiveness Period the Registrable SecuritiesShares, pursuant to the IndentureCertificate of Designation, are convertible into securities other than Common Shares, the Company shall, or shall cause any successor under the Indenture Certificate of Designation to, cause such securities to be included in the Resale Registration Statement no later than the date on which the Registrable Securities Shares may then be convertible into such securities. The Company further agrees to supplement or amend the Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by an Electing Holder with respect to information timely furnished to the Company in writing by, and relating to such Electing Holder, and to use its best efforts to cause any such amendment to become effective and such Resale Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Electing Holders of Registrable Securities Shares a reasonable number of copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Sections 2 and 3. Each Electing Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Electing Holder's Registrable Securities Shares pursuant to the Resale Registration Statement. (c) A Resale Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities Shares pursuant to a Resale Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Resale Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities Shares pursuant to such Resale Registration Statement may legally resume. As provided for in the IndentureCertificate of Designation, in the event (w) the Resale Registration Statement with respect to all Registrable Securities Shares is not declared effective on or prior to August 31, 2000180 days after the Closing Date, (x) prior to the end of the Effectiveness Period the Prospectus is unavailable (including pursuant to any suspension under Section 3(A)(k)) for periods in excess of those specified in Section 3(C)), (y) the Company fails to make any filing within the periods required under Section 3(A)(a)(ii)(x), 3(A)(a)(ii) (x) or (z) any filing required pursuant to Section 3(A)(a)(ii)(y3(A)(a)(ii) (y) is a post-effective amendment required to be declared effective under the 1933 Act and such amendment is not declared effective within 45 days of the filing thereof (each, a "Registration Default"), then the Company shall pay liquidated damages ("Liquidated Damages AmountDamages") to the Holders of Securities Shares and Common Shares (but in the case of any Registration Default described in clauses (x), (y) and (z), such Liquidated Damages Amount shall only be paid to the Electing Holders of Securities Shares and Common Shares that are Registrable Securities Shares and that are, by reason of such Registration Default, not entitled (or legally permitted) to effect sales of such Registrable Securities Shares pursuant to the Resale Registration Statement) from and including the day on which such Registration Default first occurs to (but excluding) the day on which such Registration Default is cured. Such Liquidated Damages Amount shall accrue (i) in respect of any such Securities that are Registrable SecuritiesShares, at a rate per annum equal to 0.5% of the principal amount Liquidation Preference thereof as of such Securities the preceding Accrual Date and (ii) in respect of any each such Common Shares that are Registrable SecuritiesShare, at a rate per annum annum, equal to 0.5% of the product Liquidation Preference of a Share divided by the Conversion Rate. Liquidated Damages may be paid in Additional Shares having an aggregate Liquidation Preference equal thereto or in Common Shares having an aggregate Market Price equal thereto. Any such Liquidated Damages shall be payable on the next succeeding Accrual Date following the occurrence of a Registration Default to the holders of record on the fifth business day prior to such Accrual Date of the number of such Shares and/or Common Shares mutiplied by the then applicable Conversion Priceentitled to receive such Liquidated Damages. (d) Without limiting the remedies available to the Initial Purchaser Purchasers and the Electing Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Initial Purchaser Purchasers or the Electing Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser Purchasers or any Electing Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) hereof.

Registration Under the 1933 XXX. (ax) The Exchange 5 5 Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) file as soon as practicable after on or prior to the 30th calendar day following the Closing Date a Resale an Exchange Offer Registration Statement (with the "Resale Registration Statement") providing for SEC covering the offer and sale of the Registrable Securities. The Company shall use its best efforts: (i) to cause such Resale Registration Statement to be declared effective by the SEC as promptly as is practicable after filing and in any event, by August 31, 2000; provided, however, that no Holder shall be entitled to be named as a selling security holder in the Resale Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder; (ii) to keep the Resale Registration Statement continuously effective (subject Company to the last sentence of Section 3(A)(k) and 3(C) hereof) until the earlier of (w) the expiration of the period referred Holders to in Rule 144(k) (or any successor provision thereto) with respect to all Registrable Securities held by Persons that are not Affiliates of the Company, (x) such time as exchange all of the Registrable Securities covered by the Resale Registration Statement have been sold pursuant to the Resale Registration Statementfor Exchange Securities, (yB) the date on which all Registrable Securities have ceased to be outstanding as such and (z) January 26, 2002 (the "Effectiveness Period"); (iii) upon receipt of a properly completed Notice and Questionnaire, after the Effective Time of the Resale Registration Statement (subject to Section 3(A)(k) hereof) and promptly upon the request of any Electing Holder of Registrable Securities to take any action reasonably necessary to enable such Electing Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Electing Holder as a selling security holder in the Resale Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Electing Holder of the obligation to return a properly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(A)(a)(ii) hereof; and (iv) if at any time prior to the end of the Effectiveness Period the Registrable Securities, pursuant to the Indenture, are convertible into securities other than Common Shares, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Resale Registration Statement no later than the date on which the Registrable Securities may then be convertible into such securities. The Company further agrees to supplement or amend the Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by an Electing Holder with respect to information timely furnished to the Company in writing by, and relating to such Electing Holder, and to use its best efforts to cause any such amendment to become effective and such Resale Exchange Offer Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Electing Holders of Registrable Securities a reasonable number of copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Sections 2 and 3. Each Electing Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Electing Holder's Registrable Securities pursuant to the Resale Registration Statement. (c) A Resale Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to a Resale Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Resale Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Resale Registration Statement may legally resume. As provided for in the Indenture, in the event (w) the Resale Registration Statement with respect to all Registrable Securities is not declared effective on or prior to August 31, 2000, (x) prior to the end of the Effectiveness Period the Prospectus is unavailable (including pursuant to any suspension under Section 3(A)(k)) for periods in excess of those specified in Section 3(C)), (y) the Company fails to make any filing within the periods required under Section 3(A)(a)(ii)(x), or (z) any filing required pursuant to Section 3(A)(a)(ii)(y) is a post-effective amendment required to be declared effective under the 1933 Act on or prior to the 90th calendar day following the Closing Date and such amendment is not declared effective within 45 days (C) use its best efforts to consummate the Exchange Offer on or prior to the 120th calendar day following the Closing Date. Consummation of the filing thereof Exchange Offer shall be deemed to have occurred upon the fulfillment by the Company of its obligations set forth in clauses (eachi) through (v) of the second paragraph of this Section 2(a) and in clauses (i) through (iii) of the third paragraph of this Section 2(a). The Exchange Securities will be issued under the Indenture. Promptly after the Exchange Offer Registration Statement is declared effective, a "Registration Default"), then the Company shall pay liquidated damages promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder ("Liquidated Damages Amount"other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for not less than 30 days and not more than 45 days after the date notice thereof is mailed to the Holders of (or longer if required by applicable law); (iv) permit Holders to withdraw tendered Registrable Securities and Common Shares (but in the case of at any Registration Default described in clauses (x), (y) and (z), such Liquidated Damages Amount shall only be paid time prior to the Electing Holders close of Securities and Common Shares that are Registrable Securities and that arebusiness, by reason of such Registration DefaultNew York City time, not entitled (or legally permitted) to effect sales of such Registrable Securities pursuant to on the Resale Registration Statement) from and including the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Registration Default first occurs to (but excluding) the day on which such Registration Default is cured. Such Liquidated Damages Amount shall accrue (i) in respect of any such Securities that are Registrable SecuritiesHolder, at a rate per annum equal to 0.5% of the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities equal in respect amount to the Registrable Securities of any Common Shares that are such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, at from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer, or the making of any exchange by a rate per annum equal to 0.5% Holder, does not violate applicable law or any applicable interpretation of the product Staff of the number SEC. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Common Shares mutiplied by the then applicable Conversion Price. (d) Without limiting the remedies available to the Initial Purchaser and the Electing Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Initial Purchaser or the Electing Holders Registrable Securities for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, Exchange Securities in the event of any such failure, the Initial Purchaser or any Electing Holder may obtain such relief as may Exchange Offer will be required to specifically enforce represent that (i) it is not an affiliate of the Company's obligations under Section 2(a, (ii) hereofany Exchange Securities to be received by it were acquired in the ordinary course of its business and (iii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities. The Company shall inform the Initial Purchasers of 7 7 the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right at the Initial Purchasers' expense to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.