BE, ON SUCH DATE (OR PROMPTLY FOLLOWING THE CONVERSION DATE, IN THE CASE OF
CONVERSION).
THE AMOUNT OF LIQUIDATED DAMAGES FOR REGISTRABLE NOTES WILL BE
DETERMINED BY MULTIPLYING THE APPLICABLE RATE OF LIQUIDATED DAMAGES BY THE
AMOUNT OF REGISTRABLE NOTES OUTSTANDING ON THE FIRST DAMAGES PAYMENT DATE
FOLLOWING SUCH REGISTRATION DEFAULT IN THE CASE OF THE FIRST SUCH PAYMENT OF
LIQUIDATED DAMAGES WITH RESPECT TO A REGISTRATION DEFAULT (AND THEREAFTER AT THE
NEXT SUCCEEDING DAMAGES PAYMENT DATE UNTIL THE CURE OF SUCH REGISTRATION
DEFAULT), MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS
SUCH LIQUIDATED DAMAGES RATE WAS APPLICABLE DURING SUCH PERIOD (DETERMINED ON
THE BASIS OF A 360-DAY YEAR COMPRISED OF TWELVE 30-DAY MONTHS AND, IN THE CASE
OF A PARTIAL MONTH, THE ACTUAL NUMBER OF DAYS ELAPSED), AND THE DENOMINATOR OF
WHICH IS 360.
THE PARTIES AGREE THAT THE SOLE MONETARY DAMAGES PAYABLE FOR A
VIOLATION OF THE TERMS OF THIS AGREEMENT WITH RESPECT TO WHICH LIQUIDATED
DAMAGES ARE EXPRESSLY PROVIDED SHALL BE SUCH LIQUIDATED DAMAGES.
4.
REGISTRATION PROCEDURES.
In connection with its registration obligations pursuant to Section 2 hereof,
the Company shall:
8
(A)
PREPARE AND FILE WITH THE SEC, ON OR PRIOR TO THE
FILING DATE, A REGISTRATION STATEMENT OR REGISTRATION STATEMENTS AS PRESCRIBED
BY SECTION 2 HEREOF, AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE EACH
SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AND REMAIN EFFECTIVE AS PROVIDED
HEREIN; PROVIDED THAT BEFORE FILING ANY REGISTRATION STATEMENT OR PROSPECTUS OR
ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE COMPANY SHALL FURNISH TO AND AFFORD
THE INITIAL PURCHASERS A REASONABLE OPPORTUNITY TO REVIEW COPIES OF ALL SUCH
DOCUMENTS PROPOSED TO BE FILED (IN EACH CASE, WHERE POSSIBLE, AT LEAST THREE
BUSINESS DAYS PRIOR TO SUCH FILING, OR SUCH LATER DATE AS IS REASONABLE UNDER
THE CIRCUMSTANCES).
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO EACH SHELF REGISTRATION, AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE EFFECTIVENESS
PERIOD; CAUSE THE RELATED PROSPECTUS TO BE SUPPLEMENTED BY ANY PROSPECTUS
SUPPLEMENT REQUIRED BY APPLICABLE LAW, AND AS SO SUPPLEMENTED TO BE FILED
PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISIONS THEN IN FORCE) PROMULGATED UNDER
THE SECURITIES ACT; AND COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT
APPLICABLE TO IT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT DURING THE EFFECTIVENESS PERIOD IN
ACCORDANCE WITH THE INTENDED METHODS OF DISTRIBUTION SET FORTH IN SUCH
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE SELLING HOLDERS AND DESIGNATED COUNSEL,
IF ANY, PROMPTLY (BUT IN ANY EVENT WITHIN FIVE BUSINESS DAYS), (I) WHEN A
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A
REGISTRATION STATEMENT HAS BEEN FILED, AND, WITH RESPECT TO A REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE
UNDER THE SECURITIES ACT (INCLUDING IN SUCH NOTICE A WRITTEN STATEMENT THAT ANY
HOLDER MAY, UPON REQUEST, OBTAIN, AT THE SOLE EXPENSE