Common use of Failure to Become Effective Clause in Contracts

Failure to Become Effective. If a Shelf Registration Statement required by Section 2.1(a) does not become or is not declared effective within 120 days after the Filing Date (the “Target Effective Date”), then the Holders shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall accrue on a daily basis and be paid to the Sellers in cash within ten Business Days of the end of such 30-day period. Any Liquidated Damages shall be paid to the Sellers in immediately available funds. For the avoidance of doubt, nothing in this Section 2.1(c) shall relieve the Company from its obligations under Section 2.1(a).

Failure to Become Effective. (i) If a Shelf Registration Statement required by Section 2.1(a2.01(a) does not become or is not declared effective within 120 days after by the Filing Date (the “applicable Target Effective Date”), then the Holders each Holder shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, of (iA) for each non-overlapping 30-day period for the first 60 days following the applicable Target Effective Date, an amount equal to (A) 0.25% times (B) of the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “applicable Liquidated Damages Multiplier”), and (iiB) for each non-overlapping 30-day period beginning on the 61st day following the applicable Target Effective Date, with such payment amount increasing by an additional amount equal to the amount set forth in clause (A) plus an additional 0.25% times of the applicable Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) ), up to a maximum amount equal to 1.0% times of the applicable Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as the Shelf such Registration Statement is declared or becomes effective or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten 10 Business Days of after the end of each such 30-day period. (ii) Any Liquidated Damages payable by the Partnership pursuant to Section 2.01(b)(i) shall be paid to each Holder in immediately available funds to the account or accounts specified by the applicable Holders in writing; provided, however, that if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of or constitute a default under a credit facility or other debt instrument, then the Partnership shall pay such Liquidated Damages using as much cash as is permitted without causing a breach of or default under such credit facility or other debt instrument and may pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Any Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (A) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (B) prepare and file a supplemental listing application with the New York Stock Exchange (or such other National Securities Exchange on which the Common Units are then listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be paid equal to quotient of (x) the Sellers in dollar amount of the balance of such Liquidated Damages due to each such Holder divided by (y) the volume-weighted average closing price of the Common Units on the New York Stock Exchange (or such other National Securities Exchange on which the Common Units are then listed and traded) for the 10 trading days ending on the first trading day immediately available fundspreceding the date on which the Liquidated Damages payment is due. For the avoidance Any payment of doubt, nothing in this Section 2.1(c) Liquidated Damages shall relieve the Company from its obligations under Section 2.1(a)be prorated for any period of less than 30 days accruing during any period for which a holder is entitled to receive Liquidated Damages hereunder.

Failure to Become Effective. If a Shelf the Resale Registration Statement required by Section 2.1(a2.01(a) does not become or is not declared effective within 120 days after on or before the Filing Date 60th day following the date it is initially filed pursuant to Section 2.01(a) (the “Target Effective Date”), then the Holders Crestwood shall be entitled to a payment (with respect to pay each of the Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Common Unit Price times (y) the number of Registrable Securities, Common Units then held by such Holder and included on such Shelf Registration Statement that may not otherwise be disposed of pursuant to Rule 144 without any restriction, including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as ) provided that the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingaggregate amount of Liquidated Damages payable by Crestwood pursuant to this section may not exceed 5.0% of the aggregate amount paid by the Purchasers for the Common Units pursuant to the Purchase Agreement. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages (including any Liquidated Damages payable pursuant to Section 2.01(e)) shall be paid to each Holder in cash; provided, however, that if (1) Crestwood certifies that it is unable to pay Liquidated Damages in cash because such payment will violate a covenant in an existing credit agreement or other indebtedness or (2) the Sellers Resale Registration Statement has not become effective by the Target Effective Date solely as a result of or in immediately available fundsconnection with a position, determination or action of the Commission with respect to the Resale Registration Statement, and the cure for such failure is beyond the control of Crestwood, then Crestwood may, in its sole discretion, pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. For Upon any issuance of Common Units as Liquidated Damages, Crestwood shall (I) prepare and file an amendment to the avoidance Resale Registration Statement prior to its effectiveness adding such Common Units to such Resale Registration Statement as additional Registrable Securities and (II) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then listed and traded) to list such additional Common Units. The determination of doubtthe number of Common Units to be paid as Liquidated Damages shall be based upon the Common Unit Price, nothing in determined as of the date on which the Liquidated Damages payment is due. The payment of Liquidated Damages under this Section 2.1(c2.01(b) and Section 2.01(e) to a Holder shall relieve cease at such time as the Company from its obligations under Section 2.1(aResale Registration Statement becomes or is declared effective by the Commission or at such time as the securities included on the Resale Registration Statement are no longer Registrable Securities or may be disposed of pursuant to Rule 144 without any restriction (including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates), and shall be prorated for any period of less than 30 days in which the Liquidated Damages cease.

Failure to Become Effective. If a Shelf the Resale Registration Statement required by Section 2.1(a) does not become or is not declared effective within 120 days after on or before the Filing Date (the “Target Effective Date”), then the Holders Partnership shall be entitled to a payment pay each Holder (with respect to either the Purchased Units or the Converted Class C Units, as applicable, of each of the Holder’s Registrable Securities such Holder which are included in on such Shelf Resale Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Class C Unit Price times (y) the number of Registrable SecuritiesPurchased Units or the Converted Class C Units, as applicable, then held by such Holder and included on such Shelf Resale Registration Statement and which may not otherwise be disposed of pursuant to Rule 144 without any restriction, including if the Holder is an Affiliate of the Partnership, restrictions that apply to sales by Affiliates (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”); provided, until such time that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit or Converted Class C Unit, as applicable, may not exceed 5.0% of the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingClass C Unit Price. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to each Holder in cash; provided, however, if the Sellers Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment will violate a covenant in an existing credit agreement or other indebtedness, then the Partnership may, in its sole discretion, pay the Liquidated Damages in kind in the form of the issuance of Class C Units, unless otherwise not permitted. Upon any issuance of Class C Units as Liquidated Damages, the Partnership shall promptly prepare and file a supplemental listing application with the NYSE to list such Converted Class C Units. The determination of the number of Class C Units to be paid as Liquidated Damages shall be based on the volume-weighted average price of the Common Units for the ten trading days immediately available fundspreceding the date on which the Liquidated Damages payment is due, less a discount of 2%. For the avoidance The payment of doubt, nothing in Liquidated Damages under this Section 2.1(c2.1(b) and Section 2.1(e) to a Holder shall relieve cease at such time as the Company from its obligations under Section 2.1(aResale Registration Statement becomes or is declared effective by the Commission or at such time as the securities included on the Resale Registration Statement are no longer Registrable Securities or may be disposed of pursuant to Rule 144 without any restriction (including, if the Holder is an Affiliate of the Partnership, restrictions that apply to sales by Affiliates), and shall be prorated for any period of less than 30 days in which the Liquidated Damages cease.

Failure to Become Effective. If a the Shelf Registration Statement required by Section 2.1(a) 2.01 does not become or is not declared effective within 120 days after on or before the Filing Date (the “Target Effective Date”), then the Holders each Purchaser shall be entitled to a payment (with respect to the Restricted Units of each of the Holder’s Registrable Securities which are included in such Shelf Registration StatementPurchaser), as liquidated damages and not as a penalty, (ia) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (Ai) 0.25% times (Bii) the product of (xA) the Purchased Share Unit Purchase Price times (yB) the number of Registrable Securities, then Restricted Units held by such Holder and included on such Shelf Registration Statement Purchaser (such product of (xA) and (yB) being the “Liquidated Damages Multiplier”), and (iib) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”) (i.e., 0.5% for 61-120 days; 0.75% for 121-180 days; and 1.0% thereafter); provided, until that the aggregate amount of Liquidated Damages payable by the Partnership under this Agreement to each Purchaser shall not exceed 5.0% of the Unit Purchase Price multiplied by the number of Restricted Units held by such time as the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingPurchaser. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten (10) Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to the Sellers each Purchaser in cash or immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment will violate a covenant in an existing credit agreement or other indebtedness, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Units, unless otherwise not permitted. For Upon any issuance of Units as Liquidated Damages, the avoidance Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Units. The determination of doubtthe number of Units to be issued as Liquidated Damages shall be equal to the average of the closing sales prices of the Partnership’s Units for the ten (10) trading days immediately preceding the date on which the liquidated damages payment is due, nothing in this Section 2.1(cless a discount of 2%. The payment of liquidated damages to a Purchaser shall cease at the earlier of (i) shall relieve such time as the Company Shelf Registration Statement is declared effective or (ii) one year from its obligations under Section 2.1(a)the Closing Date.

Failure to Become Effective. If a Shelf the Resale Registration Statement required by Section 2.1(a) does not become or is not declared effective within 120 days after on or before the Filing Date 60th day following the date it is initially filed pursuant to Section 2.1(a) (the “Target Effective Date”), then the Holders Crestwood shall be entitled to a payment pay each Holder (with respect to the Redemption Units of each of the such Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share CMLP Unit Price used to calculate the number of Redemption Units issued following the occurrence of the applicable Trigger Event (the “Redemption Price”) times (y) the number of Registrable Securities, Redemption Units then held by such Holder and included on such Shelf Registration Statement that may not otherwise be disposed of pursuant to Rule 144 without any restriction, including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as ; provided that the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingaggregate amount of Liquidated Damages payable by Crestwood per Redemption Unit may not exceed 5.0% of the Redemption Price. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages (including any Liquidated Damages payable pursuant to Section 2.1(e)) shall be paid to each Holder in cash; provided, however, that if (A) Crestwood certifies that it is unable to pay Liquidated Damages in cash because such payment will violate a covenant in an existing credit agreement or other indebtedness or (B) the Sellers Resale Registration Statement has not become effective by the Target Effective Date solely as a result of or in immediately available fundsconnection with a position, determination or action of the Commission with respect to the Resale Registration Statement, and the cure for such failure is beyond the control of Crestwood, then Crestwood may, in its sole discretion, pay the Liquidated Damages in kind in the form of the issuance of additional CMLP Units. For Upon any issuance of CMLP Units as Liquidated Damages, Crestwood shall (i) prepare and file an amendment to the avoidance Resale Registration Statement prior to its effectiveness adding such CMLP Units to such Resale Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then listed and traded) to list such additional CMLP Units. The determination of doubtthe number of CMLP Units to be paid as Liquidated Damages shall be based upon the CMLP Unit Price, nothing in determined as of the date on which the Liquidated Damages payment is due. The payment of Liquidated Damages under this Section 2.1(c2.1(b) and Section 2.1(e) to a Holder shall relieve cease at such time as the Company from its obligations under Section 2.1(aResale Registration Statement becomes or is declared effective by the Commission or at such time as the securities included on the Resale Registration Statement are no longer Registrable Securities or may be disposed of pursuant to Rule 144 without any restriction (including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates), and shall be prorated for any period of less than 30 days in which the Liquidated Damages cease.

Failure to Become Effective. If a Shelf the Resale Registration Statement required by Section 2.1(a2.01(a) does not become or is not declared effective within 120 days after on or before the Filing Date 60th day following the date it is initially filed pursuant to Section 2.01(a) (the “Target Effective Date”), then the Holders Crestwood shall be entitled to a payment pay each Holder (with respect to the Redemption Units of each of the such Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share CEQP Unit Price used to calculate the number of Redemption Units issued following the occurrence of the applicable Trigger Event (the “Redemption Price”) times (y) the number of Registrable Securities, Redemption Units then held by such Holder and included on such Shelf Registration Statement that may not otherwise be disposed of pursuant to Rule 144 without any restriction, including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), until such time as ; provided that the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingaggregate amount of Liquidated Damages payable by Crestwood per Redemption Unit may not exceed 5.0% of the Redemption Price. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages (including any Liquidated Damages payable pursuant to Section 2.01(e)) shall be paid to each Holder in cash; provided, however, that if (1) Crestwood certifies that it is unable to pay Liquidated Damages in cash because such payment will violate a covenant in an existing credit agreement or other indebtedness or (2) the Sellers Resale Registration Statement has not become effective by the Target Effective Date solely as a result of or in immediately available fundsconnection with a position, determination or action of the Commission with respect to the Resale Registration Statement, and the cure for such failure is beyond the control of Crestwood, then Crestwood may, in its sole discretion, pay the Liquidated Damages in kind in the form of the issuance of additional CEQP Units. For Upon any issuance of CEQP Units as Liquidated Damages, Crestwood shall (I) prepare and file an amendment to the avoidance Resale Registration Statement prior to its effectiveness adding such CEQP Units to such Resale Registration Statement as additional Registrable Securities and (II) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then listed and traded) to list such additional CEQP Units. The determination of doubtthe number of CEQP Units to be paid as Liquidated Damages shall be based upon the CEQP Unit Price, nothing in determined as of the date on which the Liquidated Damages payment is due. The payment of Liquidated Damages under this Section 2.1(c2.01(b) and Section 2.01(e) to a Holder shall relieve cease at such time as the Company from its obligations under Section 2.1(aResale Registration Statement becomes or is declared effective by the Commission or at such time as the securities included on the Resale Registration Statement are no longer Registrable Securities or may be disposed of pursuant to Rule 144 without any restriction (including, if the Holder is an Affiliate of Crestwood, restrictions that apply to sales by Affiliates), and shall be prorated for any period of less than 30 days in which the Liquidated Damages cease.

Failure to Become Effective. If a Shelf the Resale Registration Statement required by Section 2.1(a) does not become or is not declared effective within 120 days after on or before the Filing Date (the “Target Effective Date”), then the Holders Partnership shall be entitled to a payment pay each Holder (with respect to the Purchased Units of each of the Holder’s Registrable Securities such Holder which are included in on such Shelf Resale Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Unit Price times (y) the number of Registrable SecuritiesPurchased Units, then held by such Holder and included on such Shelf Resale Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”); provided, until such time as that the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingaggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Purchased Unit Price. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to each Holder in cash; provided, however, if the Sellers Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment will violate a covenant in an existing credit agreement or other indebtedness, then the Partnership may, in its sole discretion, pay the Liquidated Damages in kind in the form of the issuance of Common Units, unless otherwise not permitted. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly prepare and file a supplemental listing application with the NASDAQ to list such Common Units. The determination of the number of Common Units to be paid as Liquidated Damages shall be based on the volume-weighted average price of the Common Units for the ten trading days immediately available fundspreceding the date on which the Liquidated Damages payment is due, less a discount of 2%. For the avoidance The payment of doubt, nothing in Liquidated Damages under this Section 2.1(c) and Section 2.1(d) to a Holder shall relieve cease at such time as the Company from its obligations under Section 2.1(aResale Registration Statement becomes or is declared effective by the Commission or at such time as the securities included on the Resale Registration Statement are no longer Registrable Securities), and shall be prorated for any period of less than 30 days in which the Liquidated Damages cease.

Failure to Become Effective. If a Subject to the terms of Section 2.01(g) below, if the Shelf Registration Statement required by Section 2.1(a) 2.01 does not become or is not declared effective within 120 days after as to all or any portion of the Filing Registrable Securities on or before the Target Effective Date (or the “Target Effective Date”Date Deadline in the event of a Rule 415 Event, as applicable), then the Holders each Purchaser shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in of each such Shelf Registration StatementPurchaser), as liquidated damages and not as a penalty, (i) for of 1.00% of the Liquidated Damages Multiplier per each non-overlapping 30-day period for the first 60 days following the Target Effective DateDate (or the Effective Date Deadline in the event of a Rule 415 Event, an amount equal to (Aas applicable) 0.25% times (B) the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-day period (the “Liquidated Damages”), ) until such time filing failure is cured or until the date two (2) years after the Closing Date; provided, that the Liquidated Damages for any period of less than 30 days shall be prorated by multiplying the Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which such liquidated damages are owed, and the denominator of which is 30; provided, further, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Units being treated as debt securities instead of equity securities for purposes of the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstandingPartnership’s financial statements because of the Liquidated Damages, then the aggregate amount of the Liquidated Damages payable by the Partnership under this Agreement to each Purchaser shall not exceed the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Units not to be treated as debt securities for purposes of the Partnership’s financial statements. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten (10) Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to the Sellers each Purchaser in cash or immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under a credit facility or other debt instrument filed as exhibits to the Partnership SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Units. For Upon any issuance of Units as Liquidated Damages, the avoidance Partnership shall promptly (i) prepare and file a new Shelf Registration Statement or any existing Shelf Registration Statement adding such Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with Nasdaq to list such additional Units. The determination of doubtthe number of Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of the Partnership’s Units on Nasdaq for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, nothing less a discount of 5.0%. The payment of Liquidated Damages to a Purchaser shall cease as to any Registrable Securities that cease to be Registrable Securities as provided in this Section 2.1(c1.02 above, or at such time as the Purchased Units can be disposed of by such Purchaser pursuant to Rule 144(k) shall relieve (or any similar provision then in force) under the Company from its obligations under Section 2.1(a)Securities Act.

Failure to Become Effective. If a Shelf Registration Statement required by Section 2.1(a2.02(a) does not become or is not declared effective within 120 two hundred and forty (240) days after the Filing Date (the “Target Effective Demand Notice Date”), then the Holders each Selling Holder shall be entitled to a payment (with respect to each of Registrable Security held by the Selling Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30of 0.125% of the Unit Purchase Price per thirty-day period for the first 60 days day period immediately following the Target Effective Date, an amount equal to (A) 0.25% times (B) 240th day after the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Demand Notice Date, with such payment amount increasing by an additional amount equal to 0.250.125% times of the Liquidated Damages Multiplier Unit Purchase Price per non-overlapping 30thirty-day period for each subsequent 60 days (i.e.day period, 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0of 1.00% times of the Liquidated Damages Multiplier Unit Purchase Price per non-overlapping 30thirty-day period (the “Liquidated Damages”), until such time as the such Shelf Registration Statement becomes effective or is declared effective or there the Registrable Securities covered by such Shelf Registration Statement are no longer any Registrable Securities outstanding. The Liquidated Damages shall accrue on a daily basis and be paid to the Sellers each Selling Holder in cash within ten (10) Business Days of the end of each such 30-day period. Any payments made pursuant to this Section 2.01(c) shall constitute the Selling Holders’ exclusive monetary remedy for such events. The Liquidated Damages imposed hereunder shall be paid to the Sellers Selling Holders in immediately available funds. For In no event will the avoidance aggregate amount of doubtLiquidated Damages paid to the Selling Holders exceed five percent (5%) of the aggregate of the Unit Purchase Price (the “Liquidated Damages Cap”). In addition to being subject to the Liquidated Damages Cap, the payment of the Liquidated Damages to a Selling Holder shall cease at such time as the Registrable Securities of such Selling Holder become eligible for resale under Rule 144 of the Securities Act. Notwithstanding the foregoing, nothing in this Section 2.1(c2.01(c) shall relieve K-Sea of its obligation to use its reasonable best efforts to cause the Company from its obligations under Shelf Registration Statement to become effective as soon as possible after the initial 240-day period pursuant to Section 2.1(a2.01(a).

Failure to Become Effective. If a Shelf Registration Statement required by Section 2.1(a2.01(a) does not become or is not declared effective within 120 days after by the Filing Target Effective Date (or if a receipt from the “Canadian Securities Authorities for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities is not obtained by the Target Effective Date”), then the Holders each Holder shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 days following the Target Effective Date, an amount equal to (A) 0.250.125% times (B) of the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), which shall accrue at the end of each such 30-day period, and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to the amount set forth in clause (i) plus an additional 0.125% of the Liquidated Damages Multiplier for each subsequent 60 days (i.e., 0.25% times for 61-120 days, 0.375% for 121-180 days, and 0.5% thereafter), which shall accrue at the end of each such 30-day period, up to a maximum amount equal to 0.5% of the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per non-overlapping 30-30 day period (the “Liquidated Damages”), until such time as the Shelf both such Registration Statement is declared or becomes effective and a receipt from the Canadian Securities Authorities for a preliminary and final Base Shelf Prospectus to qualify the distribution of all Registrable Securities is obtained or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall accrue on a daily basis and be paid payable within 10 Business Days after the end of each such 30-day period in immediately available funds to the Sellers account or accounts specified by the applicable Holders. Liquidated Damages shall not be prorated for any period of less than 30 days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder and shall only accrue in cash within ten Business Days respect of the end any such 30-day period upon completion of such 30-day period. Any Liquidated Damages shall be paid to the Sellers in immediately available funds. For the avoidance of doubt, nothing in this Section 2.1(c) shall relieve the Company from its obligations under Section 2.1(a).

Failure to Become Effective. If a Shelf Registration Statement required by Section 2.1(a2.01(a) or (b) does not become become, or is not declared declared, effective within 120 days after by the Filing Date (the “Target Effective Date”)applicable Effectiveness Deadline, then the Holders each Holder shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are (or are required to be) included in such Shelf Registration Statement), as liquidated damages and not as a penalty, (i) for each non-overlapping 30-day period for the first 60 sixty (60) days following the Target Effective Datesuch Effectiveness Deadline, an amount equal to (A) 0.25% times (B) of the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), which shall accrue daily, and (ii) for each non-overlapping thirty (30-) day period beginning on the 61st day following the Target Effective Datesuch Effectiveness Deadline, with such payment amount increasing by an additional amount equal to the amount set forth in clause (i) plus an additional 0.25% times of the Liquidated Damages Multiplier per non-overlapping 30-day period for each subsequent 60 sixty (60) days (i.e., 0.5% 0.50%, for 61-120 days, 0.75% for 121-180 days, and 1.01.00% thereafter) ), up to a maximum amount equal to 1.0of 1.00% times of the Liquidated Damages Multiplier per non-overlapping thirty (30-) day period (the “Liquidated Damages”); provided, until such time as that, the Shelf Registration Statement is declared effective or there are no longer any Registrable Securities outstanding. The aggregate amount of Liquidated Damages shall accrue on a daily basis and be paid payable by the Partnership under this Agreement to the Sellers in cash within ten Business Days Holders shall not exceed 10.0% of the end of such 30-day periodLiquidated Damages Multiplier. Any Liquidated Damages shall be paid to payable within fifteen (15) Business Days after the Sellers end of each such thirty (30) day period in immediately available fundsfunds to the account or accounts specified by the applicable Holders. For the avoidance Any amount of doubt, nothing in this Section 2.1(cLiquidated Damages shall be prorated for any period of less than thirty (30) shall relieve the Company from its obligations under Section 2.1(a)days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder.

Failure to Become Effective. If a the Shelf Registration Statement required by Section 2.1(a) 2.01 does not become or is not declared effective within 120 days after on or before the Filing Date (the “Target Effective Date”), then the Holders each Purchaser shall be entitled to a payment (with respect to each of the Holder’s Registrable Securities which are included in of each such Shelf Registration StatementPurchaser), as liquidated damages and not as a penalty, (i) for of 0.25% of the Liquidated Damages Multiplier per each non-overlapping 30-day period for the first 60 sixty (60) days following the Target Effective Date, an amount equal to (A) 0.25% times (B) the product of (x) the Purchased Share Price times (y) the number of Registrable Securities, then held by such Holder and included on such Shelf Registration Statement (such product of (x) and (y) being the “Liquidated Damages Multiplier”), and (ii) for each non-overlapping 30-day period beginning on the 61st day following the Target Effective Date, with such payment amount increasing by an additional amount equal to 0.25% times of the Liquidated Damages Multiplier per each non-overlapping 30-day period for each subsequent sixty (60) day period subsequent to the 60 days (i.e.following the Target Effective Date, 0.5% for 61-120 days, 0.75% for 121-180 days, and 1.0% thereafter) up to a maximum amount equal to 1.0of 1.00% times of the Liquidated Damages Multiplier per each non-overlapping 30-day period (the “Liquidated Damages”) (i.e., 0.25% for 1-60 days; 0.5% for 61-120 days; 0.75% for 121-180 days; and 1.0% thereafter); provided, until that the Liquidated Damages for any period of less than 30 days shall be prorated by multiplying the Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which such time as liquidated damages are owed, and the Shelf Registration Statement denominator of which is declared effective or there are no longer any Registrable Securities outstanding30; and provided further, that the aggregate amount of Liquidated Damages payable by the Partnership under this Agreement to each Purchaser shall not exceed 10.0% of the Liquidated Damages Multiplier with respect to such Purchaser. The Liquidated Damages shall accrue on a daily basis and be paid payable pursuant to the Sellers in cash immediately preceding sentence shall be payable within ten (10) Business Days of after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to the Sellers each Purchaser in cash or immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under a credit facility or other debt instrument filed as exhibits to the EPE SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Units. For Upon any issuance of Units as Liquidated Damages, the avoidance Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Units. The determination of doubtthe number of Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of the Partnership’s Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, nothing in this Section 2.1(cless a discount of 3%. The payment of Liquidated Damages to a Purchaser shall cease at the earlier of (i) shall relieve such time as the Company Shelf Registration Statement becomes or is declared effective and (ii) two years from its obligations under Section 2.1(a)the Closing Date.