Common use of Failure to Go Effective Clause in Contracts

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 days after by the Closing Target Effective Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser’s Registrable Securities, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 30 days following the 90th day after the Closing Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Liquidated Damages for any period of less than 30-days shall be prorated by multiplying 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 Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Atlas Energy 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 any of Atlas Energy’s or Atlas Energy’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Atlas Energy SEC Documents, then the Partnership Atlas Energy may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units or (B) Common Units or Class D Units. Class D Units may only be issued as Liquidated Damages if and to the extent Atlas Energy is restricted from issuing Common Units pursuant to the rules of The New York Stock Exchange or similar regulation. If Class D Units are issued as Liquidated Damages as a result of a requirement by The New York Stock Exchange or similar regulation, then such Common Units and/or Class D Units will be issued to each Purchaser on a pro rata basis in such a manner as to maximize the number of Common Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class D Units as Liquidated Damages, the Partnership Atlas Energy shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Common Units issuable upon conversion of Class D Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units and Class D Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE (as reported by The New York Stock Exchange) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment Any obligation of Atlas Energy to pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Holder Purchaser shall cease at two years following the earlier of (i) Closing Date. As soon as practicable following the date that the Registration Statement becoming or any post-effective or (ii) the Purchased Units amendment thereto becomes effective, but in any event within two Business Days of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under date, Atlas Energy shall provide the Securities Act, assuming that each Holder is not an Affiliate Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the a Registration Statement required to be filed by Section 2.01(a) is not declared effective within 90 days after on or prior to the Closing DateEffectiveness Deadline, then each Holder shall be entitled to a payment in cash (with respect to each Registrable Security held by the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 calendar days immediately following the 90th day after the Closing DateEffectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-calendar-day period period, until such time as such Registration Statement is declared effective or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) 10 Business Days after the end of each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (i1) the Registration Statement becoming being declared effective or and (ii2) when the Purchased Units of Holder’s Registrable Securities covered by such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during an LD Period. If the Partnership Company is unable to cause a Registration Statement to go be declared effective within 180 days after on or prior to the Closing Date Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages Nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectiveCompany from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the Aggregate Purchase Price. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the quotient of (i) the dollar amount of the balance of such Liquidated Damages divided by due to each such Holder and (ii) the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then-traded, for the ten (10) trading days ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Common Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 30 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages to be paid to each Purchaser for any period of less than 30-days shall be prorated by multiplying the Liquidated Damages to be paid to each Purchaser in a full 30-day period by a fraction, the numerator of which is the number of days for which Liquidated Damages have accrued, and the denominator of which is 30. Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Eagle Rock under this Agreement to each Purchaser; provided, however, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Common Units being treated as debt securities instead of equity securities for purposes of Eagle Rock’s financial statements because of the Liquidated Damages, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Eagle Rock under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Common Unit PriceUnits not to be treated as debt securities for purposes of Eagle Rock’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available fundsfunds within ten (10) Business Days of the end of each 30-day period; provided, however, if the Partnership Eagle Rock 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 any of Eagle Rock’s or Eagle Rock’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Eagle Rock SEC Documents, then then, within (10) Business Days of the Partnership end of each 30-day period, Eagle Rock may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Eagle Rock shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to based on the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Eagle Rock’s Common Units on (as reported by the NYSE Nasdaq Global Market) for the ten five (105) trading days immediately preceding the date on which the Liquidated Damages liquidated damages payment is due, less a discount to such average closing price of 2.007%. The payment accrual of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Common Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Eagle Rock shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the a Registration Statement required to be filed by Section 2.01(a) is not declared effective within 90 days after on or prior to the Closing DateEffectiveness Deadline, then each Holder shall be entitled to a payment in cash (with respect to each Registrable Security held by the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 calendar days immediately following the 90th day after the Closing DateEffectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-calendar-day period period, until such time as such Registration Statement is declared effective or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) 10 Business Days after the end of each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of any covenant or constitute a default under a credit facility facility, indenture, note purchase agreement or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the SEC, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon Prior to any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (iA) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (iiB) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities 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 equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-weighted average closing price of VWAP Price calculated for the Common Units consecutive 10 trading day period ending on the NYSE for close of trading on the ten (10) trading days day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.007.0%. The payment accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (i1) the Registration Statement becoming being declared effective or and (ii2) when the Purchased Units of Holder’s Registrable Securities covered by such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during an LD Period. If the Partnership is unable to cause a Registration Statement to go be declared effective within 180 days after on or prior to the Closing Date Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages Nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 one hundred eighty (180) days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day thirty (30)-day period, that shall accrue daily, for the first 60 sixty (60) days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th daythirty (30)-day period, that shall accrue daily, for each subsequent 30 thirty (30) days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day thirty (30)-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Holder shall not exceed 5.05.00% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Holder. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day thirty (30)-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common LP Units. Upon any issuance of Common LP Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common LP Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common LP Units. The determination of the number of Common LP 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 Common LP Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 thirty (30) days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 one hundred eighty (180) days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-30- day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the aggregate price at which the Partnership offered the Purchased Units for sale pursuant to the Common Unit Purchase Agreement. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then traded, for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by HEP hereunder exceed 5.00% of the aggregate price at which HEP offered the Purchased Units for sale pursuant to the Common Unit Purchase Agreement. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership HEP certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership HEP 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership HEP shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then traded, for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the PartnershipHEP, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership HEP is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership HEP may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (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 the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the Aggregate Purchase Price. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, 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 may 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 shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to quotient of (i) the dollar amount of the balance of such Liquidated Damages due to each such Purchaser divided by (ii) the volume-weighted average closing trading price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then-traded, for the ten (10) trading days ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities ActPurchaser no longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder Purchaser may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 120 days (or 150 days if the Company is not S-3 eligible at the time of filing) after expiration of the Closing DateLock Up Period, then each Holder the Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)payment, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier Purchase Price per 30-day period, that shall accrue daily, period for the first 60 days following the 90th 120th day after (or the Closing Date150th day if the Company is not S-3 eligible at the time of filing), increasing by an additional 0.25% of the Liquidated Damages Multiplier Purchase Price per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier Purchase Price per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence which shall be payable within ten (10) 30 Business Days after of the end of each such 30-day period. Any The Liquidated Damages shall be paid to each Holder the Purchaser in immediately available fundscash; provided, however, if the Partnership Company certifies that it is unable to pay the Liquidated Damages in cash because such payment would result in a breach under a any of the Company’s or the Company’s Subsidiaries’ credit facility or other debt instrumentfacilities filed as exhibits to the Company’s SEC Documents, then the Partnership Company may pay the Liquidated Damages in kind in the form of the issuance of additional Common UnitsStock (“Additional Common Stock”). Upon any issuance of Additional Common Units Stock as Liquidated Damages, the Partnership Company shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Additional Common Units Stock 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 Common UnitsSecurities. The determination of the number of shares of Additional Common Units Stock 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 Company’s Common Units Stock on the NYSE The Nasdaq Global Market for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of the Liquidated Damages to a Holder the Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units Common Stock of such Holder becoming the Purchaser becomes eligible for resale without restriction under Rule 144(k). The Company covenants and agrees that any section of Rule 144 (credit facilities entered into following the date hereof shall not prohibit, limit or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which restrict the payment of any Liquidated Damages ceases. If pursuant to this Agreement in cash, and the Partnership is unable to cause a Registration Statement to go effective within 180 days Company shall not, after the Closing Date as a result of an acquisitiondate hereof, mergeramend any existing credit facilities to prohibit, reorganization, disposition restrict or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to limit any such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivepayment.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 180 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common 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 Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming eligible for resale without restriction under Purchaser cease to be Registrable Securities. As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any section event within three Business Days of Rule 144 (or any similar provision then in effect) under such date, the Securities Act, assuming that each Holder is not an Affiliate Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver effectiveness of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Shelf Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 30 days after the Closing File Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units Common Stock of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 30 days following the 90th 30th day after the Closing File Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Concho under this Agreement to each Purchaser; provided, however, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Common Stock being treated as debt securities instead of equity securities for purposes of Concho’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Concho under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Common Unit PriceStock not to be treated as debt securities for purposes of Concho’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence sentence, accrued on a daily basis, shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Concho 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 any of Concho’s or Concho’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Concho SEC Documents, then then, to the Partnership extent not payable in cash, Concho may pay the Liquidated Damages in kind in the form of the issuance of additional shares of Common UnitsStock. Upon any issuance of Common Units Stock as Liquidated Damages, the Partnership Concho shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units Stock to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number amount of Common Units Stock to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE Stock (as reported by The New York Stock Exchange) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units Common Stock of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(b) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Concho shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common LP Units. Upon any issuance of Common LP Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common LP Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common LP Units. The determination of the number of Common LP 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 Common LP Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Class D Units and the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Linn Energy under this Agreement to each Purchaser; provided, however, 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 Linn Energy’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Linn Energy under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Units not to be treated as debt securities for purposes of Linn Energy’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence sentence, accrued on a daily basis, shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Linn Energy 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 any of Linn Energy’s or Linn Energy’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Linn Energy SEC Documents, then then, to the Partnership extent not payable in cash, Linn Energy may pay the Liquidated Damages in kind in the form of the issuance of additional Common (A) Units or (B) Units and Class D Units. Class D Units may only be issued as Liquidated Damages if and to the extent required by The Nasdaq Global Market or similar regulation. If Class D Units are issued as Liquidated Damages as a result of a requirement by The Nasdaq Global Market or similar regulation, then such Units and/or Class D Units will be issued to each Purchaser in such a manner as to maximize the number of Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class D Units as Liquidated Damages, the Partnership Linn Energy shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Units issuable upon conversion of Class D Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the NYSE Liquidated Damages payment is due. The determination of the number of Class D 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 Units (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment of Liquidated Damages to a Holder Purchaser shall cease at such time as the earlier of (i) the Registration Statement becoming effective or (ii) Purchased Class D Units and the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Linn Energy shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 30 days after the Closing File Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units Common Stock of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 30 days following the 90th 30th day after the Closing File Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Concho under this Agreement to each Purchaser; provided, however, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Common Stock being treated as debt securities instead of equity securities for purposes of Concho’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Concho under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Common Unit PriceStock not to be treated as debt securities for purposes of Concho’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence sentence, accrued on a daily basis, shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Concho 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 any of Concho’s or Concho’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Concho SEC Documents, then then, to the Partnership extent not payable in cash, Concho may pay the Liquidated Damages in kind in the form of the issuance of additional shares of Common UnitsStock. Upon any issuance of Common Units Stock as Liquidated Damages, the Partnership Concho shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units Stock to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number amount of Common Units Stock to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE Stock (as reported by The New York Stock Exchange) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Purchaser shall cease at such time as the earlier Purchased Common Stock of (i) such Purchaser cease to be Registrable Securities pursuant to Section 1.02 of this Agreement. As soon as practicable following the date that the Registration Statement becoming effective or (ii) the Purchased Units becomes effective, but in any event within two Business Days of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under date, Concho shall provide the Securities Act, assuming that each Holder is not an Affiliate Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.1 of this Agreement is not declared effective within 90 days after by the Closing DateRegistration Deadline, then each Holder Quicksilver shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Acquired Units, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period or applicable portion thereof for the first 60 days following the 90th day after the Closing DateRegistration Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, or applicable portion thereof for each subsequent 30 60 days, up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may BBEP under this Agreement to Quicksilver shall not exceed 5.010.0% of the Common Unit PriceLiquidated Damages Multiplier. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day periodperiod or applicable portion thereof. Any Liquidated Damages shall be paid to each Holder Quicksilver in cash or immediately available funds; provided, however, if the Partnership BBEP 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 any of BBEP’s or BBEP’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the BreitBurn Parent SEC Documents, then to the Partnership extent it is unable to pay Liquidated Damages in cash BBEP may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership BBEP shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Quicksilver shall cease at the earlier of (i) the effectiveness of the Registration Statement becoming effective or and (ii) such time as the Purchased Acquired Units of such Holder becoming become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) promulgated under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, BBEP shall provide Quicksilver with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 days after by the Closing Target Effective Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser’s Registrable Securities, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.250.50% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the 60th date after such 90th dayTarget Effective Date, that shall accrue daily, increasing by an additional 0.50% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 days, up to a maximum of 1.002.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Liquidated Damages for any period of less than 30-days shall be prorated by multiplying 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 Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Atlas 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 any of Atlas’s or Atlas’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Atlas SEC Documents, then the Partnership Atlas may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Atlas shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE (as reported by The New York Stock Exchange) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment Any obligation of Atlas to pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Holder Purchaser shall cease at one year following the earlier of (i) Closing Date. As soon as practicable following the date that the Registration Statement becoming or any post-effective or (ii) the Purchased Units amendment thereto becomes effective, but in any event within two Business Days of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under date, Atlas shall provide the Securities Act, assuming that each Holder is not an Affiliate Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the a Shelf Registration Statement required by Section 2.01(a) is not declared effective within 90 days after by the Closing Target Effective Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units Registrable Securities of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; 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 under a credit facility or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the Commission, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the such Shelf Registration Statement prior to its effectiveness adding such Common Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE MKT (or such other market on which the Registrable Securities 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 equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-volume weighted average closing price of the Common Units (as reported on the NYSE MKT or the principal securities market on which the Common Units are then traded) for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (a “LD Termination Date,” and, each such period beginning on a Target Effective Date and ending on a LD Termination Date being, a “LD Period”) at the earlier of (i) the such Shelf Registration Statement becoming effective or effective, (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 no longer holds Registrable Securities and (or any similar provision then in effectiii) under one year following the Securities Act, assuming that each Holder is not an Affiliate earlier to occur of the Partnership, and any payment Partnership Optional Conversion Date (as defined in the Amended Partnership Agreement) or the Mandatory Conversion Date (as defined in the Amended Partnership Agreement). Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during a LD Period. If the Partnership is unable to cause a Shelf Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.1 of this Agreement is not declared effective within 90 days after by the Closing DateRegistration Deadline, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing DateRegistration Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may BreitBurn under this Agreement to each Purchaser shall not exceed 5.010.0% of the Common Unit Priceaggregate proceeds from the sale of the Purchased Units. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership BreitBurn 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 any of BreitBurn’s or BreitBurn’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the BreitBurn SEC Documents, then the Partnership BreitBurn may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership BreitBurn shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the effectiveness of the Registration Statement becoming effective or and (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) promulgated under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, BreitBurn shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days twelve (12) months after the Closing Date, then each Holder the Purchaser shall be entitled to a payment (with respect to the Purchased Units Common Stock of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th last day after of the Closing Datetwelve-month period, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Company hereunder exceed 3.0% of the Aggregate Purchase Price. Any Liquidated Damages shall be paid to each Holder the Purchaser in immediately available funds; provided, however, if the Partnership Company 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 instrumentinstrument filed as exhibits to the Company SEC Documents, then the Partnership may Company 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 shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Additional Common UnitsStock. Upon any issuance of Additional Common Units Stock or Common Stock as Liquidated Damages, the Partnership Company shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units Stock to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Common Stock are then-listed and traded) to list such additional Additional Common UnitsStock. The determination of the number of shares of Common Units Stock to be issued as Liquidated Damages shall be equal to the quotient of (i) the dollar amount of the balance of such Liquidated Damages due to such Purchaser divided by (ii) the volume-weighted average closing trading price of the Common Units Stock on the NYSE NYSE, or any other national securities exchange on which the shares of Common Stock are then-traded, for the ten (10) trading days ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder the Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the PartnershipPurchaser no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership Company is unable to cause a Registration Statement to go effective within 180 days twelve (12) months after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership Company may request a waiver of the Liquidated Damages, and each Holder the Purchaser may individually grant or withhold its consent to such request in its sole discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the a Shelf Registration Statement required by Section 2.01(a) is not declared effective within 90 days after by the Closing Target Effective Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units Registrable Securities of each such HolderHolder subject to such Shelf Registration Statement), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; 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 under a credit facility or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the Commission, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the such Shelf Registration Statement prior to its effectiveness adding such Common Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE MKT (or such other market on which the Registrable Securities 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 equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-volume weighted average closing price of the Common Units (as reported on the NYSE MKT or the principal securities market on which the Common Units are then traded) for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (a “LD Termination Date,” and, each such period beginning on a Target Effective Date and ending on a LD Termination Date being, a “LD Period”) at the earlier of (i) the such Shelf Registration Statement becoming effective or and (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during a LD Period. If the Partnership is unable to cause a Shelf Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 150 days after the Closing DateFiling Deadline, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date150th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) 10 Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities are then listed) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE for the ten (10) 10 trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (iA) the Registration Statement becoming effective or (iiB) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 150 days after the Closing Date Filing Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within by the Commission within, (i) in the case of a “no review” of the Registration Statement by the Commission, 60 days after the Closing Date, or (ii) in the case of “limited” or “full” review of the Registration Statement by the Commission, 90 days after the Closing Date (such date, the “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 daysdays (i.e., 0.5% for 31-60 calendar days following the Target Effective Date, 0.75% for 61-90 calendar days following the Target Effective Date, and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of or default under a credit facility or other debt instrument, then the Partnership may 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 shall pay the balance of any such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the quotient of (i) the dollar amount of Liquidated Damages the In-Kind LD Amount divided by (ii) the volume-weighted average closing price of the Common Units (as reported on the NYSE or the principal national securities exchange on which the Common Units are then traded) for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any . Any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (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 the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 days after by the Closing Target Effective Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser’s Registrable Securities, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 30 days following the 90th day after the Closing Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-30 day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Liquidated Damages for any period of less than 30 days shall be prorated by multiplying 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 Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Atlas 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 any of Atlas’s or Atlas’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Atlas SEC Documents, then the Partnership Atlas may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Atlas shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units (as reported by The New York Stock Exchange or the principal securities market on which the NYSE Common Units are then traded) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount . Any obligation of Atlas to such average closing price of 2.00%. The payment of pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Holder Purchaser shall cease at one year following the earlier to occur of (i) the Partnership Optional Conversion Date or the Mandatory Conversion Date. As soon as practicable following the date that the Registration Statement becoming or any post-effective or (ii) the Purchased Units amendment thereto becomes effective, but in any event within two Business Days of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under date, Atlas shall provide the Securities Act, assuming that each Holder is not an Affiliate Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 165 days after the Closing DateMarch 31, 2007, then each Holder Purchaser shall be entitled to a payment (with respect to the each of such Purchaser’s Purchased Units of each such HolderClass C Units), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier Purchase Price per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date165th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier Purchase Price per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier Purchase Price per 30-day period (the “Liquidated Damages”); provided, howeverwhich shall accrue on a daily basis and be payable within 10 Business Days following the end of such 30-day period. In any event, that the aggregate amount of Liquidated Damages payable by paid to the Partnership per Purchased Unit may Purchasers pursuant to this Section 2.01(a)(ii) shall not to exceed 5.010% of the Common Unit Purchase Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available fundscash; provided, however, if the Partnership Regency certifies that it is unable to pay the Liquidated Damages in cash because such payment would result in a breach under a any of Regency’s or Regency’s Subsidiaries’ credit facility or other debt instrumentfacilities filed as exhibits to Regency’s SEC Documents, then the Partnership Regency may pay the Liquidated Damages in kind in the form of the issuance of additional Common UnitsUnits (which shall, for this purpose, be valued at the closing price of Common Units on The Nasdaq Global Market or such other national securities exchange on which such Common Units are then listed on the trading day immediately prior to the issuance thereof). Upon any issuance of Common Units as Liquidated Damages, the Partnership Regency shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common 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 Common Units. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectiveSecurities.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 ninety (90) days after the Closing Date, in the case of a registration statement on Form S-3, within one hundred eighty (180) days of the Closing Date, in the case of a registration statement on Form S-1 or, in any case, within five (5) days of the date the Company is notified by the staff of the SEC that the Registration Statement will not be subject to review by the staff of the SEC (the “Trigger Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units Registrable Securities of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Trigger Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may Company under this Agreement to each Holder shall not exceed 5.05.00% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Holder. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) once the Registration Statement becoming is declared effective or (ii) by the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the PartnershipSEC, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership Company is unable to cause a Registration Statement to go effective within 180 days after the applicable Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the a Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 (i) with respect to Common Unit Registrable Securities, prior to the later of (a) such date as any Preferred Units convert into Common Units for any reason pursuant to the Amended and Restated Partnership Agreement, or (b) 180 days after the Closing Initial Filing Date or (ii) with respect to Preferred Unit Registrable Securities, within 180 days after the Initial Filing Date for such Registration Statement (each a “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units Registrable Securities of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 3090-day period, that shall accrue daily, for the first 60 90 days following the 90th day after the Closing such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 3090-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days90 days (i.e., 0.5% for 91-180 days following the Target Effective Date, 0.75% for 181-270 days following the Target Effective Date and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 3090-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed exceed: (i) for Preferred Unit Registrable Securities, 8.0% of the Common Unit Price, and (ii) for Common Unit Registrable Securities, 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 3090-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, or because the Partnership does not have sufficient cash on hand to pay, then the Partnership may pay the such Liquidated Damages using as much cash on hand as available and permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such 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 the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-weighted average closing price of the Common Units on the NYSE VWAP Price calculated for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (a “LD Termination Date,” and, each such period beginning on a Target Effective Date and ending on a LD Termination Date being, a “LD Period”) at the earlier of (i) the such Registration Statement becoming effective or and (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 90 calendar days in which the payment of Liquidated Damages ceasesaccruing during a LD Period. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the a Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day 30‑day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the Aggregate Purchase Price. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to quotient of (i) the dollar amount of the balance of such Liquidated Damages divided by due to each such Holder and (ii) the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then-traded, for the ten (10) trading days ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.of

Failure to Go Effective. If the any Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 165 days after the Closing DateDate (or, solely in respect of a Rule 415 Unavailability Event, by January 1, 2008), then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Common Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing DateDate (or, solely in respect of a Rule 415 Unavailability Event, per 30-day period for the first 90 days following January 1, 2008), increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that, with respect to liquidated damages accruing following the 165th day after the Closing Date but prior to January 1, 2008, if the Company has made a determination prior to such time of accrual in accordance with the terms hereof that a Rule 415 Unavailability Event has occurred, then such liquidated damages accruing prior to January 1, 2008 shall accrue and be payable only with respect to the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% first one-third of the Purchased Common Unit PriceUnits and only to the extent that such first one-third of Purchased Common Units are not otherwise covered by an effective Registration Statement. The Liquidated Damages payable pursuant to the immediately preceding sentence shall accrue daily and be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Company 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 any of the Company’s or its Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Company SEC Documents, then the Partnership Company may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Company shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE Stock Exchange for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Common Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, the Company shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a3(a) is not declared effective within 90 180 days after the Closing Date, then each Holder of Registrable Securities shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th 180th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days business days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership CPLP certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership CPLP may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership CPLP shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with NASDAQ (or such other market on which the NYSE 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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for NASDAQ (or such other market on which the Common Units are then listed and traded) over the consecutive ten (10) trading-day period ending on the close of trading days on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Shelf Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership CPLP is unable to cause a Shelf Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership CPLP may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement , such consent not to be declared effectiveunreasonably withheld, conditioned or delayed.

Failure to Go Effective. If the any Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 165 days after the Closing DateDate (or, solely in respect of a Rule 415 Unavailability Event, by January 1, 2008), then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Common Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing DateDate (or, solely in respect of a Rule 415 Unavailability Event, per 30-day period for the first 90 days following January 1, 2008), increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that, with respect to liquidated damages accruing following the 165th day after the Closing Date but prior to January 1, 2008, if the Company has made a determination prior to such time of accrual in accordance with the terms hereof that a Rule 415 Unavailability Event has occurred, then such liquidated damages accruing prior to January 1, 2008 shall accrue and be payable only with respect to the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% first one-third of the Purchased Common Unit PriceUnits and only to the extent that such first one-third of Purchased Common Units are not otherwise covered by an effective Registration Statement. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Company 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 any of the Company’s or its Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Company SEC Documents, then the Partnership Company may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Company shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE Stock Exchange for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Common Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, the Company shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a3(a) is not declared effective within 90 180 days after the Closing Date, then each Holder of Registrable Securities shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days business days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership CPLP certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership CPLP may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership CPLP shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with NASDAQ (or such other market on which the NYSE 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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for NASDAQ (or such other market on which the Common Units are then listed and traded) over the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Shelf Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership CPLP is unable to cause a Shelf Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership CPLP may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement , such consent not to be declared effectiveunreasonably withheld, conditioned or delayed.

Failure to Go Effective. If the a Registration Statement required to be filed by Section 2.01(a) is not declared effective within 90 days after on or prior to the Closing DateEffectiveness Deadline, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 calendar days immediately following the 90th day after the Closing DateEffectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.0% thereafter), up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 30-calendar-day period period, until such time as such Registration Statement is declared effective or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) 10 Business Days after the end of each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of any covenant or constitute a default under a credit facility facility, indenture, note purchase agreement or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the SEC, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (iA) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (iiB) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities 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 equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-weighted average closing price of VWAP Price calculated for the Common Units consecutive 10 trading day period ending on the NYSE for close of trading on the ten (10) trading days day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002.0%. The payment accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (i1) the Registration Statement becoming being declared effective or and (ii2) when the Purchased Units of Holder’s Registrable Securities covered by such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during an LD Period. If the Partnership is unable to cause a Registration Statement to go be declared effective within 180 days after on or prior to the Closing Date Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Linn Energy under this Agreement to each Purchaser; provided, however, 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 Linn Energy’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Linn Energy under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Units not to be treated as debt securities for purposes of Linn Energy’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Linn Energy 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 any of Linn Energy’s or Linn Energy’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Linn Energy SEC Documents, then the Partnership Linn Energy may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Linn Energy shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Linn Energy shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.1 of this Agreement is not declared effective within 90 120 days after the Closing Date, then each Holder Purchaser that is not a TransCanada Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th 120th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the . The maximum aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may shall not exceed 5.010% of the Common Unit Pricegross proceeds from the sale of the Units pursuant to the Purchase Agreement to Purchasers that are not TransCanada Purchasers. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder eligible 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 any of the Partnership’s or the Partnership’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness 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 Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE The Nasdaq Global Select Market for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment of Liquidated Damages to a Holder Purchaser shall cease at such time as the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, the Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be ) payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the aggregate price at which the Partnership offered the Purchased Units for sale pursuant to the Common Unit Purchase Agreement. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then traded, for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 120 days after the Closing Conversion Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date120th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Holder shall not exceed 5.05.00% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Holder. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average closing price VWAP Price calculated as of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each such Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 120 days after the Closing applicable Conversion Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 150 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date150th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may U.S. Shipping under this Agreement to each Purchaser shall not exceed 5.010.0% of the Common Unit PriceLiquidated Da mages Multiplier with respect to such Purchaser. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership U.S. Shipping certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the U.S. Shipping SEC Documents, then the Partnership U.S. Shipping may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units and/or (B) Class B Units. Class B Units may only be issued as Liquidated Damages if and to the extent required by the NYSE or similar regulation. If Class B Units are issued as Liquidated Damages as a result of a requirement by the NYSE or similar regulation, then Common Units will first be issued to each Purchaser on a pro rata basis based on the number of Purchased Common Units purchased by such Purchaser until the maximum aggregate number of Common Units permitted by the NYSE or similar regulation have been issued, and afterwards, Class B Units shall then be issued to each such Purchaser as payment of the balance of any such Liquidated Damages owed to such Purchaser. Upon any issuance of Common Units and/or Class B Units as Liquidated Damages, the Partnership U.S. Shipping shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units and/or Class B 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 Common UnitsSecurities. The determination of the number of Common Units and/or Class B Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by by, in the volume-weighted case of Common Units, the average closing price of the U.S. Shipping’s Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.0020%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If each of the Registration Statement Statements required by Section 2.01(a) is are not declared effective within 90 ninety (90) days after the Closing Datedate such Registration Statement is filed, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day thirty (30)-day period, that shall accrue daily, for the first 60 sixty (60) days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th daythirty (30)-day period, that shall accrue daily, for each subsequent 30 thirty (30) days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day thirty (30)-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Holder shall not exceed 5.05.00% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Holder. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day thirty (30)-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common LP Units. Upon any issuance of Common LP Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the applicable Registration Statement prior to its effectiveness adding such Common LP Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common LP Units. The determination of the number of Common LP 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 Common LP Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the applicable Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 thirty (30) days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a the applicable Registration Statement to go effective within 180 ninety (90) days after the Closing Date date of its filing as a result of an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each held by such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date day after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional duly authorized Common Units, free and clear of any liens, other than under applicable federal and state securities laws. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Class C Units and the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Linn under this Agreement to each Purchaser; provided, however, 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 Linn’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Linn under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Units not to be treated as debt securities for purposes of Linn’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Linn 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 any of Linn’s or Linn’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Linn SEC Documents, then the Partnership Linn may pay the Liquidated Damages in kind in the form of the issuance of additional Common (A) Units or (B) Units and Class C Units. Class C Units may only be issued as Liquidated Damages if and to the extent required by The Nasdaq Global Market or similar regulation. If Class C Units are issued as Liquidated Damages as a result of a requirement by The Nasdaq Global Market or similar regulation, then such Units and/or Class C Units will be issued to each Purchaser in such a manner as to maximize the number of Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class C Units as Liquidated Damages, the Partnership Linn shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Units issuable upon conversion of Class C Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the NYSE Liquidated Damages payment is due. The determination of the number of Class C 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 Units (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment of Liquidated Damages to a Holder Purchaser shall cease at such time as the earlier of (i) the Registration Statement becoming effective or (ii) Purchased Class C Units and the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Linn shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 days60 days (i.e., an aggregate 0.5% for 61-120 days after the 90th day, 0.75% for 121-180 days after the 90th day and 1.0% thereafter), up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of any covenant or constitute a default under a credit facility, indenture, note purchase agreement or other debt instrument filed as an exhibit to an SEC Document, then the Partnership shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument, then the Partnership may instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional a number of Common UnitsUnits equal to the result of dividing the amount of Liquidated Damages due to each holder of Registrable Securities by the Twenty-Day VWAP, rounded to the nearest whole number. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities 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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go be declared effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a3(a) is not declared effective within 90 180 days after the Closing DateMay 22, 2012, then each Holder the Holder, if a holder of Registrable Securities, shall be entitled to a payment (with respect to the Purchased Units of each such the Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days business days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each the Holder in immediately available funds; provided, however, if the Partnership CPLP certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership CPLP may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership CPLP shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with NASDAQ (or such other market on which the NYSE 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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for NASDAQ (or such other market on which the Common Units are then listed and traded) over the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a the Holder shall cease at the earlier of (i) the Shelf Registration Statement becoming effective or (ii) when the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership CPLP is unable to cause a Shelf Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership CPLP may request a waiver of the Liquidated Damages, and each the Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement , such consent not to be declared effectiveunreasonably withheld, conditioned or delayed.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 150 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Class E Units and the Purchased Common Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 150th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Constellation Energy under this Agreement to each Purchaser; provided, however, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Common Units or the Purchased Class E Units being treated as debt securities instead of equity securities for purposes of Constellation Energy’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Constellation Energy under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Common Unit PriceUnits not to be treated as debt securities for purposes of Constellation Energy’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Constellation Energy 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 any of Constellation Energy’s or Constellation Energy’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Constellation Energy SEC Documents, then the Partnership Constellation Energy may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units or (B) Common Units and Class E Units. Class E Units may only be issued as Liquidated Damages if and to the extent required by NYSE Arca or similar regulation. If Class E Units are issued as Liquidated Damages as a result of a requirement by NYSE Arca or similar regulation, then such Common Units and/or Class E Units will be issued to each Purchaser in such a manner as to maximize the number of Common Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class E Units as Liquidated Damages, the Partnership Constellation Energy shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Common Units issuable upon conversion of Class E Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the (as reported by NYSE Arca) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 1.5%. The determination of the number of Class E Units to such be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of 2.00the Common Units (as reported by NYSE Arca) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 3%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Class E Units and the Purchased Common Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Constellation Energy shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 270 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date270th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Purchaser shall not exceed 5.010.0% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common 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 Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE NASDAQ for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming eligible for resale without restriction under Purchaser cease to be Registrable Securities. As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any section event within three Business Days of Rule 144 (or any similar provision then in effect) under such date, the Securities Act, assuming that each Holder is not an Affiliate Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver effectiveness of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Shelf Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the a Registration Statement required by Section 2.01(a) is not declared effective within 90 days after (i) with respect to Common Unit Warrant Registrable Securities, prior to the Closing Common Warrant Effective Date, (ii) with respect to Preferred Unit Registrable Securities, prior to the Preferred Effective Date, or (iii) with respect to Common Unit Conversion Registrable Securities, prior to the Common Conversion Effective Date (each a “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units of each Registrable Securities held by such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing applicable Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date day after such 90th daythe applicable Target Effective Date, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit Registrable Security may not exceed 5.0% of the Purchased Preferred Unit Price for Liquidated Damages paid or payable with respect to Preferred Unit Registrable Securities and the underlying Common Unit PriceConversion Registrable Securities, in the aggregate, or 5.0% of the applicable Warrant Exercise Price for Common Unit Warrant Registrable Securities. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (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 duly authorized Common Units, free and clear of any liens, other than under applicable federal and state securities laws. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or and (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the aggregate price at which the Partnership offered the Purchased Units for sale pursuant to the Common Unit Purchase Agreement. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then traded, for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 180 days after of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach 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. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE NYSE, or any other national securities exchange on which the Common Units are then traded, for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 210 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date210th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common 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 Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming eligible for resale without restriction under Purchaser cease to be Registrable Securities. As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any section event within three Business Days of Rule 144 (or any similar provision then in effect) under such date, the Securities Act, assuming that each Holder is not an Affiliate Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver effectiveness of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Shelf Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each Shares held by such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date day after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership Company per Purchased Unit Share may not exceed 5.0% of the Common Unit Share Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership Company certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership Company may pay the such Liquidated Damages in kind in the form of the issuance of additional Common UnitsShares. Upon any issuance of Common Units Shares as Liquidated Damages, the Partnership Company shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units Shares to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional duly authorized Common UnitsShares, free and clear of any liens, other than under applicable federal and state securities laws. The determination of the number of Common Units Shares 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 Common Units Shares on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units Shares of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the PartnershipCompany, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership Company is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. (a) If the a Registration Statement required to be filed by Section 2.01(a) 2.01 is not declared effective within 90 days after on or prior to the Closing DateEffectiveness Deadline, then then, each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 90 calendar days immediately following the 90th day after the Closing Date, Effectiveness Deadline increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 30-calendar-day period (i.e., 0.5% for 91-120 calendar days, 0.75% for 121-150 calendar days and 1.0% thereafter), up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 30-calendar-day period period, until such time as such Registration Statement is declared effective or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) 10 Business Days after the end of each such 30-calendar-day period. Any payment made pursuant to this paragraph shall constitute each Holders’ exclusive remedy for such events. (b) Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of any covenant or constitute a default under a credit facility facility, indenture, note purchase agreement or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the Commission, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly use commercially reasonable efforts to (i) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE National Securities Exchange on which the Registrable Securities are then listed and traded to list such additional Common Units; provided, that any such Common Units issued pursuant to this Section 2.02(b) shall not be entitled to Liquidated Damages. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount quotient of Liquidated Damages the In-Kind LD Amount divided by the volume-weighted average closing price of the Common Units on the NYSE for the ten VWAP Price. (10c) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (i) the date on which the applicable Registration Statement becoming is declared effective by the Commission or (ii) the Purchased Units of date on which the Holder’s Registrable Securities covered by such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during an LD Period. If the Partnership is unable to cause a Registration Statement to go be declared effective within 180 days after on or prior to the Closing Date applicable Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, transaction then the Partnership may request a waiver of the shall not be responsible for any Liquidated Damages, and each Holder may individually grant or withhold its consent Damages with respect to such request Registration Statement. For the avoidance of doubt, nothing in this Section 2.02 shall relieve the Partnership from its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectiveobligations under Section 2.01.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Common Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Constellation Energy under this Agreement to each Purchaser; provided, however, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Common Units being treated as debt securities instead of equity securities for purposes of Constellation Energy’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Constellation Energy under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Common Unit PriceUnits not to be treated as debt securities for purposes of Constellation Energy’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Constellation Energy 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 any of Constellation Energy’s or Constellation Energy’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Constellation Energy SEC Documents, then the Partnership Constellation Energy may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership Constellation Energy shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the (as reported by NYSE Arca) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.001.5%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Common Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Constellation Energy shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after on or before May 15, 2014 (the Closing “Target Effective Date”), then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderUnits), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 days following the 90th day after the Closing Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (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 the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Filing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 270 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Date270th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Purchaser shall not exceed 5.010.0% of the Common Unit Price. The Liquidated Damages payable pursuant Multiplier with respect to the immediately preceding sentence shall be such Purchaser. payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common 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 Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE NASDAQ for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming eligible for resale without restriction under Purchaser cease to be Registrable Securities. As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any section event within three Business Days of Rule 144 (or any similar provision then in effect) under such date, the Securities Act, assuming that each Holder is not an Affiliate Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver effectiveness of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Shelf Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Class B Units and the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Linn under this Agreement to each Purchaser; provided, however, 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 Linn’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Linn under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Units not to be treated as debt securities for purposes of Linn’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Linn 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 any of Linn’s or Linn’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Linn SEC Documents, then the Partnership Linn may pay the Liquidated Damages in kind in the form of the issuance of additional Common (A) Units or (B) Units and Class B Units. Class B Units may only be issued as Liquidated Damages if and to the extent required by The Nasdaq Global Market or similar regulation. If Class B Units are issued as Liquidated Damages as a result of a requirement by The Nasdaq Global Market or similar regulation, then such Units and/or Class B Units will be issued to each Purchaser in such a manner as to maximize the number of Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class B Units as Liquidated Damages, the Partnership Linn shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Units issuable upon conversion of Class B Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE The Nasdaq Global Market for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due. The determination of the number of Class B Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the average closing price of the Units on The Nasdaq Global Market for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002%. The payment of Liquidated Damages to a Holder Purchaser shall cease at such time as the earlier of (i) the Registration Statement becoming effective or (ii) Purchased Class B Units and the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Linn shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a2.1(a) is not declared effective within 90 days after by the Closing DateEffectiveness Deadline, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each Registrable Security held by each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing DateEffectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days (i.e. 0.50% for 61-90 days, 0.75% for 91-120 days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten fifteen (1015) Business Days after the end of each such 30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated Damages payable by the Partnership hereunder exceed 5.00% of the Aggregate Purchase Price. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, 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 may 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 shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE 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 equal to quotient of (i) the dollar amount of the balance of such Liquidated Damages due to each such Holder divided by (ii) the volume-volume- weighted average closing trading price of the Common Units on the NYSE New York Stock Exchange, or any other national securities exchange on which the Common Units are then-traded, for the ten (10) trading days ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or and (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Date Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Dateby May 2, 2013, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing DateMay 2, 2013, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (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 the number of Common 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 Common Units on the NYSE for (or such other market on which the Registrable Securities are then listed and traded) over the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 days following the 90th day after the Closing Dateday, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Purchaser shall not exceed 5.010.0% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units and/or (B) Class B Units. Class B Units may only be issued as Liquidated Damages if and to the extent required by the NYSE or similar regulation. If Class B Units are issued as Liquidated Damages as a result of a requirement by the NYSE or similar regulation, then Common Units will first be issued to each Purchaser on a pro rata basis based on the number of Purchased Common Units purchased by such Purchaser until the maximum aggregate number of Common Units permitted by the NYSE or similar regulation have been issued, and afterwards, Class B Units shall then be issued to each such Purchaser as payment of the balance of any such Liquidated Damages owed to such Purchaser. Upon any issuance of Common Units and/or Class B Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units and/or Common Unit issuable upon conversion of such Class B 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 Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 6.0%. The determination of the number of Class B Units to such be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the average closing price of 2.00the Partnership’s Common Units on the NYSE for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 8.0%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Shelf Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within three Business Days of such date, the Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver effectiveness of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Shelf Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 120 days after of the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Date120th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 days after the Closing Date180 days, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such HolderPurchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may under this Agreement to each Purchaser shall not exceed 5.010.00% of the Common Unit PriceLiquidated Damages Multiplier with respect to such Purchaser. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as exhibits to the SEC Documents, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of (A) Common Units and/or (B) additional Class B Units. Class B Units may only be issued as Liquidated Damages if and to the extent required by the NYSE or similar regulation. If Class B Units are issued as Liquidated Damages as a result of a requirement by the NYSE or similar regulation, then Common UnitsUnits will first be issued to each Purchaser on a pro rata basis based on the number of Purchased Units purchased by such Purchaser until the maximum aggregate number of Common Units permitted by the NYSE or similar regulation have been issued, and afterwards, Class B Units shall then be issued to each such Purchaser as payment of the balance of any such Liquidated Damages owed to such Purchaser. Upon any issuance of Common Units and/or Class B Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units and/or Common Units issuable upon conversion of such Class B 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 Common UnitsSecurities. The determination of the number of Common 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 Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002.63%. The determination of the number of Class B Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the average closing price of the Partnership’s Common Units on the NYSE for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 4.63%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Shelf Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within three Business Days of such date, the Partnership shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver effectiveness of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Shelf Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.01 of this Agreement is not declared effective within 90 165 days after the Closing Date, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Class F Units and the Purchased Common Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period for the first 60 90 days following the 90th 165th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of the Liquidated Damages payable by Constellation Energy under this Agreement to each Purchaser; provided, however, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Common Units or the Purchased Class F Units being treated as debt securities instead of equity securities for purposes of Constellation Energy’s financial statements, then the aggregate amount of the Liquidated Damages payable by the Partnership per Purchased Unit may Constellation Energy under this Agreement to each Purchaser shall not exceed 5.0% the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Common Unit PriceUnits not to be treated as debt securities for purposes of Constellation Energy’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership Constellation Energy 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 any of Constellation Energy’s or Constellation Energy’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the Constellation Energy SEC Documents, then the Partnership Constellation Energy may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units or (B) Common Units and Class F Units. Class F Units may only be issued as Liquidated Damages if and to the extent required by NYSE Arca or similar regulation. If Class F Units are issued as Liquidated Damages as a result of a requirement by NYSE Arca or similar regulation, then such Common Units and/or Class F Units will be issued to each Purchaser in such a manner as to maximize the number of Common Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class F Units as Liquidated Damages, the Partnership Constellation Energy shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Common Units issuable upon conversion of Class F Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the (as reported by NYSE Arca) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 1.5%. The determination of the number of Class F Units to such be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of 2.00the Common Units (as reported by NYSE Arca) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 3%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Class F Units and the Purchased Common Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, Constellation Energy shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within by the Commission within, (i) in the case of a “no review” of the Registration Statement by the Commission, 60 days after the Closing Date, or (ii) in the case of “limited” or “full” review of the Registration Statement by the Commission, 90 days after the Closing Date (such date, the “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 30 days following the 90th day after the Closing Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 daysdays (i.e., 0.5% for 31-60 calendar days following the Target Effective Date, 0.75% for 61-90 calendar days following the Target Effective Date, and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of or default under a credit facility or other debt instrument, then the Partnership may 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 shall pay the balance of any such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE (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 equal to the quotient of (i) the dollar amount of Liquidated Damages the In-Kind LD Amount divided by (ii) the volume-weighted average closing price of the Common Units (as reported on the NYSE or the principal national securities exchange on which the Common Units are then traded) for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Actno longer holds Registrable Securities, assuming that each Holder is not an Affiliate of the Partnership, and any . Any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01(a) 2.01 is not declared effective within 90 225 days after the Closing DateClosing, then each Holder Purchaser shall be entitled to a payment (with respect to the each of such Purchaser’s Purchased Units of each such HolderUnits), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25.25% of the Liquidated Damages Multiplier per 30-day period for the first 60 days following the 60th date after such 90th 225th day, that shall accrue daily, increasing by an additional .25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence which shall be payable within ten (10) 10 Business Days after of the end of each such 30-day period. Any The Liquidated Damages shall be paid to each Holder Purchaser in immediately available fundscash; provided, however, if the Partnership Copano certifies that it is unable to pay the Liquidated Damages in cash because such payment would result in a breach under a any of Copano’s or Copano’s Subsidiaries’ credit facility or other debt instrumentfacilities filed as exhibits to Copano’s SEC Documents, then the Partnership Copano may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units or (B) Common Units and Class B Units. Class B Units may only be issued as Liquidated Damages if and to the extent required by The Nasdaq National Market or similar regulation. If Common Units and Class B Units are issued as Liquidated Damages as a result of a requirement by The Nasdaq National Market or similar regulation, then such units will be issued to each Purchaser in such a manner as to maximize the number of Common Units issued to each Purchaser and in no event shall the percentage of Class B Units issued to a Purchaser relative to the percentage of Common Units issued to such Purchaser exceed the percentage that is determined by dividing the number of Class B Units originally purchased by such Purchaser by the number of Common Units plus the number of Class B Units originally purchased by such Purchaser. Upon any issuance of Common Units and/or Class B Units as Liquidated Damages, the Partnership Copano shall promptly (i) prepare and file an amendment to the Shelf Registration Statement prior to its effectiveness adding such Common Units and/or Class B 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 Common UnitsSecurities. The determination of the number of Common Units and/or Class B 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 Copano’s Common Units on the NYSE The Nasdaq National Market for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of the Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective144(k).

Failure to Go Effective. If the a Registration Statement required to be filed by Section 2.01(a) is not declared effective within 90 days after on or prior to the Closing DateEffectiveness Deadline, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that which shall accrue daily, for the first 60 calendar days immediately following the 90th day after the Closing DateEffectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period following the 60th date after such 90th dayperiod, that which shall accrue daily, for each subsequent 30 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.0% thereafter), up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 3030- calendar-day period period, until such time as such Registration Statement is declared effective or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) 10 Business Days after the end of each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach of any covenant or constitute a default under a credit facility facility, indenture, note purchase agreement or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the SEC, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (iA) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (iiB) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities 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 equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-weighted average closing price of VWAP Price calculated for the Common Units consecutive 10 trading day period ending on the NYSE for close of trading on the ten (10) trading days day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.002.0%. The payment accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (i1) the Registration Statement becoming being declared effective or and (ii2) when the Purchased Units of Holder’s Registrable Securities covered by such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during an LD Period. If the Partnership is unable to cause a Registration Statement to go be declared effective within 180 days after on or prior to the Closing Date Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 180 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Transaction Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 days60 days (i.e., 0.5% for 61-120 days following the 180th day, 0.75% for 121-180 days following the 180th day, and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) 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 (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 the number of Common 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 Common Units on the NYSE for (or such other market on which the Registrable Securities are then listed and traded) over the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnershipno longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective.

Failure to Go Effective. If the a Registration Statement required by Section 2.01(a) is not declared effective (i) with respect to Common Unit Registrable Securities, prior to such date as any Preferred Units convert into Common Units for any reason pursuant to the Amended Partnership Agreement or (ii) with respect to Preferred Unit Registrable Securities, within 90 180 days after the Closing Initial Filing Date for such Registration Statement (each a “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units Registrable Securities of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00of 1. 00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the Commission, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such 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 the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-weighted average closing price of the Common Units on the NYSE VWAP Price calculated for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (a “LD Termination Date,” and, each such period beginning on a Target Effective Date and ending on a LD Termination Date being, a “LD Period”) at the earlier of (i) the such Registration Statement becoming effective or and (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during a LD Period. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the a Registration Statement required by Section 2.01(a) is not declared effective (i) with respect to Common Unit Registrable Securities, prior to such date as any Preferred Units convert into Common Units for any reason pursuant to the Amended Partnership Agreement or (ii) with respect to Preferred Unit Registrable Securities, within 90 180 days after the Closing Initial Filing Date for such Registration Statement (each a “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Purchased Units Registrable Securities of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th dayperiod, that shall accrue daily, for each subsequent 30 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrumentinstrument filed as an exhibit to the Partnership’s periodic reports filed with the Commission, then the Partnership may pay the such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the such Registration Statement prior to its effectiveness adding such Common Units to such 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 the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages In-Kind LD Amount divided by the volume-weighted average closing price of the Common Units on the NYSE VWAP Price calculated for the consecutive ten (10) trading days day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment accrual of Liquidated Damages to a Holder shall cease (a “LD Termination Date,” and, each such period beginning on a Target Effective Date and ending on a LD Termination Date being, a “LD Period”) at the earlier of (i) the such Registration Statement becoming effective or and (ii) the Purchased Units of when such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Liquidated Damages ceasesaccruing during a LD Period. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after by the Closing Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages For the avoidance of doubt, nothing in this Section 2.01(b) shall be relieve the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effectivePartnership from its obligations under Section 2.01(a).

Failure to Go Effective. If the Registration Statement required by Section 2.01(a) 2.1 of this Agreement is not declared effective within 90 days after by the Closing DateRegistration Deadline, then each Holder Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Holder)Purchaser, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, period or applicable portion thereof for the first 60 days following the 90th day after the Closing DateRegistration Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, or applicable portion thereof for each subsequent 30 60 days, up to a maximum of 1.001.0% of the Liquidated Damages Multiplier per 30-day period or applicable portion thereof (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may BreitBurn under this Agreement to each Purchaser shall not exceed 5.010.0% of the Common Unit Priceaggregate proceeds from the sale of the Purchased Units. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after of the end of each such 30-day periodperiod or applicable portion thereof. Any Liquidated Damages shall be paid to each Holder Purchaser in cash or immediately available funds; provided, however, if the Partnership BreitBurn 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 any of BreitBurn’s or BreitBurn’s Subsidiaries’ credit facility facilities or other debt instrumentindebtedness filed as exhibits to the BreitBurn SEC Documents, then to the Partnership extent it is unable to pay Liquidated Damages in cash, BreitBurn may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership BreitBurn shall promptly (i) 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 (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common UnitsSecurities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-volume weighted average closing price of the Common Units on the NYSE (as reported by The Nasdaq Global Market) for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder Purchaser shall cease at the earlier of (i) the effectiveness of the Registration Statement becoming effective or and (ii) such time as the Purchased Units of such Holder becoming Purchaser become eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect144(k) promulgated under the Securities Act. As soon as practicable following the date that the Registration Statement becomes effective, assuming that each Holder is not an Affiliate but in any event within two Business Days of such date, BreitBurn shall provide the Purchasers with written notice of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure effectiveness of the Registration Statement to be declared effectiveStatement.