Common use of Liquidated Damages Clause in Contracts

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Exchange Offer Filing Deadline or Shelf Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission SEC on or prior to the applicable Exchange Offer Effectiveness Deadline or Shelf Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iv)d) above, a “Registration Default”), then the Company hereby agrees to pay (Issuer and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for liquidated damages at a rate equal to 0.25% per annum on the outstanding principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, in an . The amount equal to $0.05 of the liquidated damages shall increase at a rate of 0.25% per week per $1,000 in annum on the outstanding principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount rate of liquidated damages of $0.25 1.00% per week per $1,000 in annum of the outstanding principal amount of Transfer Restricted SecuritiesSecurities held by such Holder; provided provided, however, that the Company Issuer and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), ) in the case of clause (ia) aboveof this Section 5, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), ) in the case of clause (iib) aboveof this Section 5, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted Securities, in the case of clause (iiic) above, of this Section 5 or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivd) aboveof this Section 5, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause clauses (ia), (iib), (iiic) or (iv)d) of this Section 5, as applicable, shall cease. All accrued liquidated damages will be paid by the Issuer and the Guarantors to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date (as such date is defined in the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities Notes for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company Issuer and the Guarantors to pay such accrued liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall the Notes have been satisfied in full. The liquidated damages set forth above shall be the exclusive monetary remedy available to the Holders for a Registration Default.

Liquidated Damages. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the SEC 120 days after any obligation to file a Shelf Registration Statement arises or (iii) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail at any time at which it is required to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay (and that the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted interest rate borne by the Registrable Securities affected thereby for shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the any Registration Default continues. The amount of the liquidated damages and shall increase by an additional $0.05 0.25% per week per $1,000 in principal amount annum at the end of Transfer Restricted Securities with respect to each subsequent 90-day period until (such increase, “Liquidated Damages”), but in no event shall Liquidated Damages exceed 0.50% per annum. At the earlier of (i) the cure of all Registration Defaults have been curedrelating to the particular Registrable Securities or (ii) the second anniversary of the Closing Date, the Transfer Restricted interest rate borne by the relevant Registrable Securities become freely tradable without registration under will be reduced to the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted original interest rate borne by such Registrable Securities; provided that provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. Such Liquidated Damages shall be the sole remedy of any Holder hereunder (other than a Participating Broker-Dealer). All obligations of the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to and the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement preceding paragraph that are outstanding with respect to any Registrable Security at the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of time such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease security ceases to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities a Registrable Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If The parties acknowledge and agree that damages which will result to the Executive for termination of the Executive’s employment by the Company without Cause under Section 6(a)(ii)(B) or by the Executive for Good Reason under Section 6(a)(iii) shall be extremely difficult or impossible to establish or prove, and agree that the severance payments and benefits pursuant to Sections 7(d) and (e) (the “Severance Payments”), shall constitute liquidated damages for any such termination. The Executive agrees that, except for such other payments and benefits to which the Executive may be entitled as expressly provided by the terms of this Agreement or any other applicable benefit plan, such liquidated damages shall be in lieu of all other contractual claims that the Executive may make by reason of any such termination of his employment, other than with respect to the Executive’s outstanding equity or equity-related awards, any vested payments or benefits under any plan, program or arrangement of AFG or AAC in which the Executive participated, any claim for indemnification or contribution, and any claim for coverage under AFG’s or AAC’s indemnification and directors and officers liability coverage, and that, as a condition to receiving the Severance Payments, the Executive will execute a release of claims substantially in the form of the release attached hereto as Exhibit A (except as may be revised to reasonably reflect changes in applicable law) and such other instruments or documents as are required by the terms of this Agreement. Within two business days of the Date of Termination, the Company shall deliver to the Executive the release for the Executive to execute. The Executive will forfeit all rights to the Severance Payments unless, (i) any Registration Statement required within forty-five (45) days of delivery of the release by this Agreement is not filed with the Commission on or prior Company to the applicable Filing DeadlineExecutive (such period, the “Release Period”), the Executive executes and delivers the release to the Company and (ii) such release has become fully effective and irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such date, the “Release Effective Date”). The Company’s obligation to pay the Severance Payments is subject to the occurrence of the Release Effective Date, and if the Release Effective Date does not occur, then the Company shall have no obligation to pay the Severance Payments. If the Executive fails to materially comply with his material obligations under Sections 6(c) or 8 and has not cured (if curable) any such failure within ten (10) days after being provided with written notice of such failure in reasonable detail, the Executive shall, to the extent such amounts are paid, vested or distributed pursuant to Section 7 hereof, (i) forfeit outstanding equity awards, (ii) transfer the shares underlying any such Registration Statement has not been declared effective by the Commission on or prior equity awards that were accelerated pursuant to the applicable Effectiveness Deadline, terms of the related plan or award agreements and settled in shares to AAC for no consideration and (iii) any Exchange Offer has not been Consummated on or prior to repay the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a postafter-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The tax amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided Severance Payments and any equity awards that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid were accelerated pursuant to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations terms of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied related plan or award agreements and settled in fullcash or sold.

Liquidated Damages. If (i) any In the event that (A) the applicable Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Filing Deadlinedate specified herein for such filing, (iiB) any such the applicable Registration Statement has not been declared effective by or become effective, as applicable, under the Commission Securities Act on or prior to the applicable date specified herein for such effectiveness (the “Effectiveness DeadlineTarget Date”), (iiiC) any the Exchange Offer has is required to be consummated hereunder and the Companies and the Guarantor fail to consummate the Exchange Offer within 35 days (or if such 35th day is not been Consummated a Business Day, on or prior to the Consummation Deadline first Business Day thereafter) of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (ivD) any the applicable Registration Statement required by this Agreement is filed and has been declared effective or become effective, as applicable, under the Securities Act prior to the Effectiveness Target Date but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with the Exchange Offer or resales of Transfer Restricted Notes, as the case may be, during the periods specified herein (as a result of an order suspending the effectiveness of such Registration Statement or otherwise) without being immediately succeeded by an additional Registration Statement covering the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure Notes which has been filed and that is itself immediately been declared or become effective, and only for such time of non-effectiveness or non-usability as applicable, under the Securities Act (each such event referred to in clauses (iA) through (ivD), a “Registration Default”), then the Company hereby agrees to pay (Companies and the Guarantors agree to guarantee such payments) liquidated damages Guarantor, jointly and severally, shall pay Liquidated Damages to each Holder of Transfer Restricted Securities affected thereby for Notes as to which such Registration Default relates (“Liquidated Damages”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum of the principal amount of the Transfer Restricted Securities held by Notes of such Holder for each week or portion thereof that the Registration Default continuesHolder. The amount of the liquidated damages shall Liquidated Damages will increase by an additional $0.05 0.25% per week per $1,000 in annum of the principal amount of the Transfer Restricted Securities with respect to Notes of such Holder for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages 0.50% per annum of $0.25 per week per $1,000 in the principal amount of the Transfer Restricted Securities; Notes of such Holder. Liquidated Damages shall be computed based on the actual number of days elapsed during which any such Registration Default exists. Immediately following the cure of a Registration Default, the accrual of Liquidated Damages with respect to such Registration Default will cease and the interest rate will revert to the original rate. (ii) The Companies and the Guarantor shall deliver to the Trustee an Officers’ Certificate (as provided that for in the Company Indenture) within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an “Event Date”). Liquidated Damages shall be paid in no event arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. The Liquidated Damages due shall be payable in arrears on each interest payment date to the record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Liquidated Damages shall be deemed to accrue from, and including the day following, the applicable Event Date. The Companies and the Guarantor shall not be required to pay liquidated damages Liquidated Damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Liquidated Damages”) under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) any if (A) neither the Exchange Offer Registration Statement required by this Agreement is not nor the Initial Shelf Registration Statement has been filed with the Commission SEC on or prior to the applicable Filing DeadlineDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, (ii) any such the Company is required to file a Shelf Registration Statement has and such Shelf Registration Statement is not been declared effective by the Commission filed on or prior to the applicable Effectiveness Deadlinedate required by this Agreement, then, commencing on the day after either such required filing date, Liquidated Damages shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days immediately following such filing date, such Liquidated Damages rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (iiiii) any if (A) neither the Exchange Offer has not been Consummated Registration Statement nor the Initial Shelf Registration Statement is declared effective by the SEC on or prior to the Consummation Deadline Effectiveness Date, (B) notwithstanding that the Company has consummated or (iv) any will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is filed and not declared effective but by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Liquidated Damages shall thereafter accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount at maturity of such Notes for the first 90 days immediately following such effective date, such Liquidated Damages rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; (iii) if (A) the Company (and before any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective any time prior to the consummation of the Exchange Offer, (C) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the earlier of the time when all Registrable Notes cease to be Registrable Notes or the second anniversary of the initial saleIssue Date (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder), or (D) cease the Company issues a valid notice to suspend the use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken together with all other suspensions, if any (but solely to the extent not concurrent), during any 12 month period exceeds 90 days, then, in each case, Liquidated Damages shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (x) the 31st Business Day after the Effectiveness Date, in the case of clause (A) above, (y) the day such Exchange Offer Registration Statement or a Shelf Registration Statement ceases to be effective or fail useable, in the case of clause (B) or (C) above, as applicable or (z) the day the Prospectus in any Shelf Registration Statement ceases to be usable useable, (in connection with resales the case of clause (D) above, such Liquidated Damages rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this paragraph; provided, however, that Liquidated Damages will not accrue under more than one of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in foregoing clauses (i) through (iv)iii) at any one time; provided further, a “Registration Default”)however, then that the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that Liquidated Damages accruing on the Registration Default continues. The amount of the liquidated damages Notes shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default not exceed at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, one time in the manner aggregate 1.0% per annum; and provided for the payment of interestfurther, on each Interest Payment Datehowever, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, that (1) upon the filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the or Initial Shelf Registration Statement), Statement (in the case of clause (i) above), (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the or Shelf Registration Statement), Statement (in the case of clause (ii) above), (3) upon Consummation the exchange of an Exchange Offer with respect to the Transfer Restricted Securities, Notes for all Notes tendered (in the case of clause (iiiiii)(A) above), or (4) upon the filing effectiveness of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the or a Shelf Registration Statement) , as the case may be, which had ceased to again be declared remain effective or made usable (in the case of clauses (iviii)(B) or (iii)(C) above), or (5) upon the liquidated damages payable with respect to day the Transfer Restricted Securities Prospectus in any Shelf Registration Statement the use of which was previously suspended may be used again (in the case of clause (iii)(D) above), Liquidated Damages on the Notes as a result of such clause (ior the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid (an “Event Date”). Any amounts of Liquidated Damages due pursuant to clause (a)(i), (ii), (iiia)(ii) or (iva)(iii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture for interest payments on the Notes and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Liquidated Damages commences to accrue. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), as applicable, shall cease. Notwithstanding and the fact that any securities for denominator of which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullis 360.

Liquidated Damages. (a) If (i) any a Shelf Registration Statement is required to be filed by this Agreement and is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such of the Registration Statement Statements required by this Agreement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay damages (and the Guarantors agree to guarantee such payments“Liquidated Damages”) liquidated damages to each Holder of the Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that during the 90-day period immediately following the occurrence of any Registration Default continues. The and such amount of the liquidated damages shall increase by an additional $0.05 0.25% per week per $1,000 in principal amount annum at the end of Transfer Restricted Securities with respect to each subsequent 90-day period until period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up relating to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of any particular Transfer Restricted Securities, the payment of Liquidated Damages shall cease; provided that the Company shall in no event be required to pay liquidated damages for more than one provided, however, that, if after payment of Liquidated Damages has ceased, a different Registration Default at any given timeoccurs, Liquidated Damages shall again be paid pursuant to the foregoing provisions. All accrued liquidated damages Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, interest on each Interest Payment Date, the Initial Notes as more fully set forth in the Indenture Indenture. (b) A Registration Default referred to in Section 5(iv) hereof shall be deemed not to have occurred and the Notes. Notwithstanding anything be continuing in relation to the contrary set forth herein, (1) upon filing of an Exchange Offer a Shelf Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of material events with respect to the Transfer Restricted Securities (and/or, if applicable, Company and the Guarantors that would need to be described in such Shelf Registration Statement), in Statement or the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of related Prospectus and such event is not so described therein and (ii) above, (3) upon Consummation of an Exchange Offer with respect the Company and the Guarantors are proceeding promptly and in good faith to the Transfer Restricted Securities, in the case of (iii) above, amend or (4) upon the filing of a post-effective amendment to a supplement such Shelf Registration Statement or an additional and related Prospectus to describe such events; provided, however, that in any case if such Registration Statement that causes Default occurs for a continuous period in excess of 30 days in any 12 month period, Liquidated Damages shall be payable in accordance with the Exchange Offer above paragraph from the day such Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Default occurs until such Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseDefault is cured. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all All obligations of the Company to pay liquidated damages and the Guarantors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Note shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iiiiii)(A) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (B) the Company does not deliver the Series B Notes to the Registrar on or prior to the Delivery Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of prior to the Transfer Restricted Securities Consummation for its intended purpose without being succeeded immediately as promptly as practical by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective as promptly as practical (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 0.25% per week per $1,000 in annum of the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default, provided, for purposes of clauses (i) and (ii), that the failure by any Person requesting a Shelf Registration Statement or any underwriter to be named in a Shelf Registration Statement to provide to the Company any information necessary to complete such Shelf Registration Statement as contemplated by this Agreement or objects to filing in accordance with Section 6(c)(v), then a Registration Default will not be deemed to occur until three Business Days following the last to occur of provision of any required information or resolution of an objection under Section 6(c)(v). The amount of the liquidated damages shall increase by an additional $0.05 0.25% per week per $1,000 in annum of the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 0.50% per week per $1,000 in annum of principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect Offer, in the case of clause (iii)(A) above, (4) upon the delivery the Series B Notes to the Transfer Restricted SecuritiesRegistrar, in the case of (iiiiii)(B) above, or (45) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each interest payment date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. (a) If at any time prior to or at the Company Meeting (i) any Registration Statement required by the General Partners withdraw or change or modify in a manner materially adverse to Parent their recommendation that the Unitholders vote in favor of the principal terms of the Merger, but (ii) this Agreement is not filed with terminated before the Commission Company Meeting and (iii) at that Company Meeting, the principal terms of the Merger are not approved by holders of the majority of the Units entitled to vote on the matter, within three business days after the day on which that Company Meeting is held, the Company will (A) return to Parent the amount (without interest) released to the Company from the Escrow Fund pursuant to the Escrow Agreement, (B) pay $30 million (the “Termination Fee”) to Parent, (C) reimburse Parent for all Parent Incurred Expenses, (D) agree in writing to reimburse Parent for all Parent Invoiced Expenses (up to a total reimbursement of Parent Expenses under clauses (C) and (D) not exceeding $5 million) and (E) instruct the Escrow Agent to release to Parent any of the Escrow Fund then being held by it. Upon the payment by the Company of the amount (without interest) released to the Company from the Escrow Fund, the Termination Fee and Parent Expenses to Parent hereunder and the release by the Escrow Agent to Parent of any of the Escrow Fund then held by the Escrow Agent, this Agreement will terminate. Notwithstanding the foregoing, if within twelve months after such termination the Company consummates a Change of Control Transaction (as defined in Section 8.1(b)) or enters into a definitive agreement for such a transaction, and such Change of Control Transaction is consummated, the Company will pay an additional $5 million to Parent upon such consummation. (b) If the General Partners do not withdraw or change or modify their recommendation that the Unitholders approve the principal terms of the Merger, but nonetheless, at the Company Meeting, the principal terms of the Merger are not approved, within three business days after the day on which the Company Meeting is held, the Company will (i) reimburse Parent for all Parent Incurred Expenses and will agree in writing to reimburse Parent for all Parent Invoiced Expenses (up to a total reimbursement of all Parent Expenses not exceeding $5 million), (ii) will return to Parent any of the Escrow Fund released to the Company (without any interest earned after it was released to the Company), (iii) instruct the Escrow Agent to release to Parent any of the Escrow Fund then being held by it, and (iv) if on or prior to the applicable Filing DeadlineCompany Meeting there is a publicly announced proposal for a Change of Control Transaction and within twelve months after such Company Meeting the Company consummates a Change of Control Transaction (as defined below) or enters into a definitive agreement for such a transaction and such Change of Control Transaction is consummated with the party or parties (including their respective affiliates) that made, (iior were the proposed acquiror(s) any in, such Registration Statement has not been declared effective by publicly announced proposal, pay to Parent on such consummation the Commission on or Special Termination Fee. A “Change of Control Transaction” means an Acquisition Transaction which results in the Unitholders of the Company immediately prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on transaction owning 50% or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary less of the initial sale) cease to be effective equity or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations voting power of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied or of the surviving or successor entity resulting from or of the purchaser in fullthe transaction.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within three Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time effective within three Business Days of non-effectiveness or non-usability filing (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby Securities, for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Senior Notes constituting Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages payable to each Holder shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the NotesSecurities held by such Holder. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which All accrued liquidated damages are due cease shall be paid to be Transfer Restricted Securities, all the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date. All obligations of the Company to pay liquidated damages and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Exchange Offer Filing Deadline or Shelf Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission SEC on or prior to the applicable Exchange Offer Effectiveness Deadline or Shelf Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iv)d) above, a “Registration Default”), then the Company hereby agrees to pay (Issuer and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for liquidated damages at a rate equal to 0.25% per annum on the outstanding principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, in an . The amount equal to $0.05 of the liquidated damages shall increase at a rate of 0.25% per week per $1,000 in annum on the outstanding principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount rate of liquidated damages of $0.25 1.00% per week per $1,000 in annum of the outstanding principal amount of Transfer Restricted SecuritiesSecurities held by such Holder; provided provided, however, that the Company Issuer and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), ) in the case of clause (ia) aboveof this Section 5, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), ) in the case of clause (iib) aboveof this Section 5, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted Securities, in the case of clause (iiic) above, of this Section 5 or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivd) aboveof this Section 5, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause clauses (ia), (iib), (iiic) or (iv)d) of this Section 5, as applicable, shall cease. All accrued liquidated damages will be paid by the Issuer and the Guarantors to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date (as such date is defined in the Notes), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities Notes for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company Issuer and the Guarantors to pay such accrued liquidated damages with respect to securities the Notes shall survive until such time as such obligations with respect to such securities shall the Notes have been satisfied in full. The liquidated damages set forth above shall be the exclusive monetary remedy available to the Holders for a Registration Default.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail fails to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (ia) through (iv)d) of this Section 5, a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 per week .05 per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 per week .05 per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week .50 per $1,000 in principal amount of Transfer Restricted SecuritiesSecurities held by such Holder for each week or portion thereof; provided provided, that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ia) aboveof this Section 5, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (iib) aboveof this Section 5, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of clause (iiic) aboveof this Section 5, or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivd) aboveof this Section 5, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause clauses (ia), (iib), (iiic) or (iv)d) of this Section 5, as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in the Notes), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to by the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to by the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within 5 days of filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 0.20 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of liquidated damages shall be the only remedy available to holders of Notes for any Registration Default.

Liquidated Damages. If Subject to the Issuers’ ability to declare Suspension Periods with respect to clause (iv) below, if (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline date specified for such consummation in this Agreement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability its intended purpose for more than 30 days (each such event referred to in clauses (i) through (iv), a “Registration Default”), then each of the Company Issuers and Guarantors hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages (“Liquidated Damages”) in the form of additional interest in cash to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum of the aggregate principal amount of the Transfer Restricted Securities held by such Holder for each week or portion thereof that the period of occurrence of the Registration Default continues. The amount of the liquidated damages until such time as no Registration Default is in effect, which rate shall increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities with respect to annum for each subsequent 90-day period until during which such Registration Default continues, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults have been curedrelating to any particular Transfer Restricted Securities, the Liquidated Damages will cease to accrue from the date of such cure and the interest rate on the Transfer Restricted Securities become freely tradable without registration under will revert to the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of original interest rate borne by such Transfer Restricted Securities; provided that provided, however, that, if after the Company date such Liquidated Damages cease to accrue, a different Registration Default occurs, Liquidated Damages may again commence accruing pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Liquidated Damages payable shall in no event be required to pay liquidated damages for not increase because more than one Registration Default at any given timehas occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. All references in the Indenture to “interest” include the Liquidated Damages payable pursuant to this Section 5, and all accrued liquidated damages Liquidated Damages shall be paid payable to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Dateinterest in the Indenture, as more fully set forth in the Indenture and the NotesSecurities. Notwithstanding anything to All obligations of the contrary Issuers and the Guarantors set forth herein, (1) upon filing of an Exchange Offer Registration Statement in the preceding paragraph that are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. (a) If (i) any a Shelf Registration Statement is required to be filed by this Agreement and is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such of the Registration Statement Statements required by this Agreement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective by the Commission but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Obligors hereby agrees agree to pay damages (and the Guarantors agree to guarantee such payments“Liquidated Damages”) liquidated damages to each Holder of the Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that during the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until immediately following the occurrence of any Registration Default and such amount shall increase by 0.25% per annum at the end of such 90-day period; provided that in no event shall such increase exceed 0.50% per annum. Following the cure of all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up relating to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of any particular Transfer Restricted Securities, Liquidated Damages shall cease to accrue; provided that the Company shall in no event be required provided, however, that, if after Liquidated Damages have ceased to pay liquidated damages for more than one accrue, a different Registration Default at any given timeoccurs, Liquidated Damages shall again accrue pursuant to the foregoing provisions. All accrued liquidated damages Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, interest on each Interest Payment Date, the Initial Notes as more fully set forth in the Indenture and the NotesIndenture. Notwithstanding anything the foregoing, the amount of Liquidated Damages shall not increase as a result of more than one Registration Default having occurred (and being pending at the same time). (b) A Registration Default referred to the contrary set forth herein, (1in Section 5(a)(iv) upon filing of an Exchange Offer hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of material events with respect to the Transfer Restricted Securities (and/or, if applicable, the Obligors that would need to be described in such Shelf Registration Statement), in Statement or the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of related Prospectus and such event is not so described therein and (ii) abovethe Obligors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related Prospectus to describe such events; provided, (3) upon Consummation however, that in any case if such Registration Default occurs for a continuous period in excess of an Exchange Offer 30 days in any 12-month period, Liquidated Damages shall be payable in accordance with respect to the Transfer Restricted Securities, in above paragraph from the case of (iii) aboveday such Registration Default occurs until such Registration Default is cured, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicableearlier, the Shelf Registration Statement) to again be declared effective date on which the Notes or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due Exchange Notes otherwise cease to be Transfer Restricted Securities, all . All obligations of the Company to pay liquidated damages Obligors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive (subject to the proviso of the immediately preceding sentence) until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. (a) If (ia) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (iib) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iiic) any the ------------------------- Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees Issuing -------------------- Parties will jointly and severally be obligated to pay additional cash interest (and the Guarantors agree to guarantee such payments"Liquidated Damages") liquidated damages to each Holder of Transfer Restricted the Securities affected thereby for commencing upon the first 90-day period immediately following the ------------------ occurrence of such Registration Default, Default in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesHolder. The amount of the liquidated damages shall Liquidated Damages will increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages Liquidated Damages shall be paid to Holders by the Holders entitled thereto, Issuing Parties in the same manner provided for as interest is paid pursuant to the payment Indenture. Following the cure of interestall Registration Defaults relating to any particular Transfer Restricted Securities, on each Interest Payment Date, as more fully the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the Issuing Parties set forth in the Indenture preceding paragraph that have accrued and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. (b) The Issuing Parties shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "Event Date"). Liquidated ---------- Damages shall be paid by depositing Liquidated Damages with the Trustee, in trust, for the benefit of the Holders of the Securities, on or before the applicable Interest Payment Date (whether or not any payment other than Liquidated Damages is payable on such Securities), in immediately available funds in sums sufficient to pay the Liquidated Damages then due to such Holders. Each obligation to pay Liquidated Damages shall be deemed to accrue from the applicable date of the occurrence of the Registration Default.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose, except during any Suspension Period, without being succeeded immediately by a post-effective amendment to such Registration Statement or another Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (ia) through (iv)d) of this Section 5, a “Registration Default”), then the Company hereby agrees to pay (Issuers and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company Issuers and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid Such interest is payable in addition to any other interest payable from time to time with respect to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the NotesTransfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1i) upon the filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ia) above, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (iib) above, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iiic) above, or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (ivd) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), as applicable, shall ceasecease to accrue. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for with respect to the payment of interest in the Indenture, on each Interest Payment Date (as defined in the Notes), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company Issuers and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any the Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof the period that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities with respect to annum for each subsequent 90-90 day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 2.0% per week per $1,000 in annum on the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment Company by wire transfer of interest, immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Security shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to to, in the applicable case of the Exchange Offer Registration Statement, the Filing Deadline or, in the case of the Shelf Registration Statement, the Shelf Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to to, in the applicable case of the Exchange Offer Registration Statement, the Effectiveness Deadline or, in the case of the Shelf Registration Statement, the Shelf Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages with respect to any one series of the Notes for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture Indentures and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of an Exchange Offer Registration Statement with respect to the affected series of the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the affected series of the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon the Consummation of an Exchange Offer with respect to the affected series of the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the affected series of the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the affected series of the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. The holder of this Security is entitled to ------------------ the benefits of an Exchange and Registration Rights Agreement, dated as of July 14, 2000, among the Company, TeleCorp Communications, Inc. (the "Subsidiary Guarantor") and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (i) any the Shelf Registration Statement required by this Agreement or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to 60 days after the applicable Filing DeadlineIssue Date, (ii) any such the Exchange Offer Registration Statement has or the Shelf Registration Statement, as the case may be, is not been declared effective by within 180 days after the Commission Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 210 days after the applicable Effectiveness DeadlineIssue Date, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective within 180 days after the Issue Date but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail (at any time that the Company is obligated to be usable in connection with resales of maintain the Transfer Restricted Securities effectiveness thereof) without being succeeded immediately within 45 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to shall pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder holder of Transfer Restricted Securities affected thereby for Securities, during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.192 per week per $1,000 in of principal amount of the Securities constituting Transfer Restricted Securities held by such Holder for each week holder until the applicable Registration Statement is filed or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cureddeclared effective, the Transfer Restricted Securities become freely tradable without registration under Registered Exchange Offer is consummated or the Securities Act or no Transfer Restricted Securities are outstandingShelf Registration Statement again becomes effective, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that as the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given timecase may be. All accrued liquidated damages shall be paid to the Holders entitled thereto, holders in the same manner provided as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the payment Securities. Following the cure of interestall Registration Defaults, on each Interest Payment Date, as more fully set forth in the Indenture and the Notesaccrual of liquidated damages shall cease. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement The Trustee shall have no responsibility with respect to the determination of the amount of any such liquidated damages. For purposes of the foregoing, "Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of Securities" means (i) above, (2) upon each Initial Security until the effectiveness of an date on which such Initial Security has been exchanged for a freely transferable Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), Security in the case of Registered Exchange Offer, (ii) above, (3) upon Consummation each Initial Security or Private Exchange Security until the date on which such Initial Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of an Exchange Offer in accordance with respect to the Transfer Restricted Securities, in the case of a Shelf Registration Statement or (iii) above, each Initial Security or (4) upon Private Exchange Security until the filing of a post-effective amendment to a Registration Statement date on which such Initial Security or an additional Registration Statement that causes the Private Exchange Offer Registration Statement with respect Security is distributed to the Transfer Restricted public pursuant to Rule 144 under the Securities (and/or, if applicable, Act or is saleable pursuant to Rule 144(k) under the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullAct.

Liquidated Damages. If (a) The Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 hereof and that it would not be possible to ascertain the extent of such damages. Accordingly, the Company hereby agrees to pay liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities under the circumstances and to the extent set forth below: (i) any if the Shelf Registration Statement required by this Agreement is has not been filed with the Commission SEC on or prior to the applicable Filing Deadline, Date; or (ii) any such if the Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Target Date; or (iii) if the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any SEC and such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of at any time during the Transfer Restricted Securities Effectiveness Period (without being succeeded on the same day immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only ) for such a period of time which shall exceed 90 days in the aggregate per year; (any of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv)the foregoing, a “"Registration Default”"). In the event of any such Registration Default, then the Company hereby agrees to shall pay (and the Guarantors agree to guarantee such payments) liquidated damages Liquidated Damages to each Holder of Transfer Restricted Securities affected thereby for during the first 90-day period immediately following the occurrence of such Registration Default, Default in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Notes and, if applicable, $.01 per week per share (subject to adjustment in the event of stock splits, stock recombinations, stock dividends and the like) of Common Stock constituting Transfer Restricted Securities held by such Holder holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall such Liquidated Damages will increase by an additional $0.05 .05 per week per $1,000 in principal amount of Notes and $.01 per week per share (subject to adjustment as set forth above) of Common Stock constituting Transfer Restricted Securities with respect to for each subsequent 90-day period until all Registration Defaults have been cured; Provided, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstandingHowever, up to a maximum amount of liquidated damages of that Liquidated Damages shall not at any time exceed $0.25 .25 per week per $1,000 in principal amount of Notes and $.05 per week per share (subject to adjustment as set forth above) of Common Stock constituting Transfer Restricted Securities; provided . Following the cure of all Registration Defaults relating to any Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease (without in any way limiting the effect of any subsequent Registration Default). A Registration Default under clause (i) above shall be cured on the date that the Shelf Registration Statement is filed with the SEC; a Registration Default under clause (ii) above shall be cured on the date that the Shelf Registration Statement is declared effective by the SEC; and a Registration Default under clause (iii) above shall be cured on the date the Shelf Registration Statement is declared effective or usable. (b) The Company shall in no event be required to pay liquidated damages for more than notify the Trustee within one Business Day after each and every date on which a Registration Default at any given timeoccurs. All accrued liquidated damages Liquidated Damages shall be paid by the Company to the Record Holders entitled thereto, on each Damages Payment Date by wire transfer of immediately available funds to the accounts specified by them or by mailing checks to their registered addresses as they appear in the manner provided for the payment of interest, on each Interest Payment Date, Note register (as more fully set forth defined in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration StatementIndenture), in the case of (i) abovethe Notes, (2) upon and in the effectiveness register of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, Company for the Shelf Registration Statement)Common Stock, in the case of (ii) abovethe Common Stock, (3) upon Consummation of an Exchange Offer if no such accounts have been specified on or before the Damage Payment Date; provided, however, that any Liquidated Damages accrued with respect to any Note or portion thereof called for redemption on a redemption date, repurchased in connection with a Repurchase Event (as defined in the Transfer Restricted SecuritiesIndenture) on a repurchase date, or converted into Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the holder who submitted such Note or portion thereof for redemption, repurchase or conversion on the applicable redemption date, repurchase date or conversion date, as the case may be, on such date (promptly following the conversion date, in the case of (iii) conversion of a Note). Each obligation to pay Liquidated Damages shall be deemed to commence accruing on the date of the applicable Registration Default and to cease accruing when all Registration Defaults have been cured. In no event shall the Company be required to pay Liquidated Damages in excess of the applicable maximum weekly amount set forth above, regardless of whether one or multiple Registration Defaults exist. (4c) upon All of the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement Company's obligations set forth in this Section 3 which are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, at the Shelf Registration Statement) time such security ceases to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the a Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities shall security have been satisfied in full. (d) Any payments due and payable pursuant to this Section 3 shall be subject to the provisions of Article IV of the Indenture as if such payments were additional interest on the Notes.

Liquidated Damages. If (ia) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (iib) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iiic) any the ------------------------- Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of for its intended purpose during the Transfer Restricted Securities respective periods specified herein that such Registration Statements are to be kept continuously effective, without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company and the Subsidiary Guarantors hereby agrees -------------------- jointly and severally agree to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment Company by wire transfer of interest, immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Company and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Security shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable for its intended purpose during the periods in connection with resales of the Transfer Restricted Securities which it is required to be effective pursuant to Section 3 or 4 without being succeeded immediately within two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within five Business Days after filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the first 90-day period immediately following the occurrence of such Registration Default continuesDefault. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ia) above, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (iib) above, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iiic) above, or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (ivd) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), as applicable, shall ceasecease to accrue. All accrued liquidated damages shall be paid to the Holders of a class of Transfer Restricted Securities entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date for such class of Transfer Restricted Securities, as more fully set forth in the Indenture and the Securities and the Exchange Securities. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (a) The Company and the Guarantors acknowledge and agree that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if the Company and the Guarantors fail to fulfill their respective obligations hereunder. Accordingly, in the event of such failure, the Company and the Guarantors jointly and severally agree to pay liquidated damages to each Holder under the circumstances and to the extent set forth below: (i) any if the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission SEC on or prior to the applicable Filing Deadline, Date; (ii) any such if the Exchange Offer Registration Statement has is not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadline, Date; or (iii) any if the Company and the Guarantors have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Ex­change Offer has not been Consummated on or prior to the Consummation Deadline or date that is 210 days after the Closing Date (if the Exchange Offer is then required to be made pursuant to Section 2(a)(iv) hereof); (iv) any if obligated to file an Initial Shelf Registration Statement required by this Agreement and the Company and the Guarantors fail to file such Initial Shelf Registration with the SEC on or prior to Shelf Filing Date; (v) if an Initial Shelf Registration is filed and such Initial Shelf Registration is not declared effective on or prior to the Shelf Effectiveness Date; or (vi) if a Shelf Registration is filed and declared effective by the SEC but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately within 30 days by a post-effective amendment to such Subsequent Shelf Registration Statement that cures such failure filed and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability ; (each such event of the foregoing an “Event,” and the date on which the Event occurs being referred to in clauses (i) through (iv), a herein as an “Registration DefaultEvent Date”). Upon the occurrence of any Event, then the Company hereby agrees shall pay, or cause to pay be paid (and the Guarantors agree hereby guarantee the payment of), in addition to guarantee such payments) amounts otherwise due under the Indenture and the Registrable Securities, as liquidated damages damages, and not as a penalty, to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Defaulton an interest payment date, in an amount equal to $0.05 per week the Liquidated Damages Amount per $1,000 in principal amount of Transfer Restricted Registrable Securities held by such Holder for each week or portion thereof Holder; provided, that the Registration Default continues. The amount of the such liquidated damages shall increase by an additional $0.05 per week per $1,000 will, in principal amount each case, cease to accrue (subject to the occurrence of Transfer Restricted Securities with respect to each subsequent 90-day period until another Event) on the date on which all Registration Defaults Events have been cured, the Transfer Restricted Securities become freely tradable without registration . An Event under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon above shall be cured on the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement date that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the an Initial Shelf Registration Statement) is required to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect filed pursuant to the Transfer Restricted Securities as a result of such clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf Registration) is filed with the SEC; an Event under clause (ii) above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i), (iiiii) or (iviii) of Section 2(i), as applicable, the date that such Initial Shelf Registration) is declared effective by the SEC; an Event under clause (iii) above shall cease. Notwithstanding be cured on the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations earlier of the Company to pay liquidated damages date (A) the Exchange Offer is consummated with respect to securities all Notes validly tendered or (B) the Company delivers a Shelf Notice to the Holders and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i); an Event under clause (iv) above shall survive until be cured on the date that such time Initial Shelf Registration is filed with the SEC; an Event under clause (v) above shall be cured on the date that such Initial Shelf Registration is declared effective by the SEC; and an Event under clause (vi) above shall be cured on the earlier of (1) the date on which the applicable Shelf Registration is no longer subject to an order suspending the effectiveness thereof or proceedings relating thereto or (2) a new Subsequent Shelf Registration is declared effective. (b) The Company shall notify the Trustee within five Business Days after each Event Date. The Company shall pay the liquidated damages due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Registrable Securities, immediately available funds in sums sufficient to pay the liquidated damages then due. The liquidated damages amount due shall be payable in the same manner as interest payments on the Notes on each interest payment date to the record Holder entitled to receive the interest payment to be made on such obligations with respect to such securities shall have been satisfied date as set forth in fullthe Indenture.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days of the Effectiveness Deadline with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities, held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-post- effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which All accrued liquidated damages are due cease shall be paid to be Transfer Restricted the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Securities, all . All obligations of the Company to pay liquidated damages and the Guarantors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (a) The Company and the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, in the form of additional interest on the Notes ("LIQUIDATED DAMAGES") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) any if (A) neither the Exchange Registration Statement required by this Agreement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing DeadlineDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any Filing Date, Liquidated Damages shall accrue on the Accreted Value (if prior to the Full Accretion Date in effect from time to time) or principal amount (if on or after the Full Accretion Date) of the Notes affected thereby at a rate of .50% per annum (which shall be in addition to the stated interest per annum for such events on or after the Full Accretion Date) for the first 90 days immediately following each such Filing Date, such Liquidated Damages rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; (ii) any such if (A) neither the Exchange Registration Statement has not been nor the Initial Shelf Registration is declared effective by the Commission SEC on or prior to the applicable Effectiveness DeadlineDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, (iii) any Exchange Offer has the Company is required to file a Shelf Registration and such Shelf Registration is not been Consummated declared effective by the SEC on or prior to the Consummation Deadline Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Liquidated Damages shall accrue on the Accreted Value (if prior to the Full Accretion Date in effect from time to time) or principal amount (ivif on or after the Full Accretion Date) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective Notes included or fail to be usable which should have been included in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only at a rate of .50% per annum (which shall be in addition to the stated interest per annum for such time of non-effectiveness events on or non-usability (each such event referred to in clauses (iafter the Full Accretion Date) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period 90 days immediately following the occurrence of day after such Registration DefaultEffectiveness Date, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase Liquidated Damages rate increasing by an additional $0.05 .50% per week per $1,000 in principal amount annum at the beginning of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securitiesperiod; provided that and (iii) if (A) the Company shall has not exchanged Exchange Notes for all Notes validly tendered in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid accordance with the terms of the Exchange Offer on or prior to the Holders entitled thereto, in 45th day after the manner provided for date on which the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities was declared effective or (and/or, B) if applicable, the Shelf Registration Statement)has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Liquidated Damages shall accrue on the Accreted Value (if prior to the Full Accretion Date) or principal amount (if on or after the Full Accretion Date) of the Notes at a rate of .50% per annum (which shall be in addition to the stated interest per annum for such events on or after the Full Accretion Date) for the first 90 days commencing on the (x) 46th day after such effective date, in the case of (iA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Liquidated Damages rate increasing by an additional .50% per annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Liquidated Damages rate may not at any one time exceed in the aggregate 3.0% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, or the Shelf Registration Statementas required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iia)(iii)(B) aboveof this Section 4), (3) upon Consummation of an Exchange Offer with respect to Liquidated Damages on the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities Notes as a result of such clause (ior the relevant subclause thereof), as the case may be, shall cease to accrue. The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "EVENT DATE"). Any amounts of Liquidated Damages due pursuant to clause (a)(i), (ii), (iiia)(ii) or (iva)(iii) of this Section 4 will be payable in cash semi-annually on each October 1 and April 1 (to the holders of record on the September 15 and March 15 immediately preceding such dates), as applicable, shall ceasecommencing with the first such payment date occurring after any such Liquidated Damages commences to accrue. Notwithstanding The amount of Liquidated Damages will be determined by multiplying the fact that any securities for which liquidated damages are due cease applicable Liquidated Damages rate by the Accreted Value applicable to be Transfer Restricted Securities, all obligations such period (if prior to the Full Accretion Date) or the principal amount (if on or after the Full Accretion Date) of the Company to pay liquidated damages with respect to securities shall survive until Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such time as Liquidated Damages rate was applicable during such obligations with respect to such securities shall have been satisfied period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in fullthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. If (i) any a Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”)Event occurs, then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages will make payments to each Holder of Transfer Restricted Securities affected thereby for Registrable Securities, as liquidated damages to such Holder by reason of the first 90-day period immediately following the occurrence of such Registration DefaultEvent, in an amount a cash sum equal to $0.05 per week per $1,000 in principal amount one percent (1%) of Transfer Restricted Securities held the aggregate purchase price paid by such Holder for each week pursuant to Subscription Agreement or portion thereof that upon exercise of Placement Agent Warrants (or in the Registration Default continues. The amount case of unexercised Placement Agent Warrants, of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities exercise price thereof) with respect to such Holder’s Registrable Securities that are affected by such Registration Event, for each subsequent 90full thirty (30) days during which such Registration Event continues to affect such Registrable Securities (which shall be pro-day rated for any period until all Registration Defaults have been curedless than 30 days). Notwithstanding the foregoing, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that may be paid by the Company shall in no event be required pursuant to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages this Section 3(d) shall be paid an amount equal to eight percent (8%) of the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement applicable foregoing amount with respect to such Holder’s Registrable Securities that are affected by all Registration Events in the Transfer Restricted aggregate. Each payment of liquidated damages pursuant to this Section 3(d) shall be due and payable in arrears within five (5) days after the end of each full 30-day period of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall constitute the Holder’s exclusive remedy for any Registration Event. The Registration Default Period shall terminate upon the earlier of such time as the Registrable Securities that are affected by the Registration Event cease to be Registrable Securities or (and/ori) the filing of the Registration Statement in the case of clause (a) of the definition of Registration Event, if applicable(ii) the SEC Effective Date in the case of clause (b) of the definition of Registration Event, (iii) the Shelf ability of the Holders to effect sales pursuant to the Registration Statement)Statement in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (id) aboveof the definition of Registration Event. The amounts payable as liquidated damages pursuant to this Section 3(d) shall be payable in lawful money of the United States. Notwithstanding the foregoing, (2the Company will not be liable for the payment of liquidated damages described in this Section 3(d) upon for any delay in registration of Registrable Securities that would otherwise be includable in the effectiveness of an Exchange Offer Registration Statement with respect pursuant to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities Rule 415 solely as a result of a comment received by the Staff requiring a limit on the number of Registrable Securities included in such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities Registration Statement in order for which liquidated damages are due cease such Registration Statement to be Transfer Restricted Securitiesable to avail itself of Rule 415. In the event of any such delay, all obligations of the Company will use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to pay liquidated damages register for resale the Registrable Securities that have been cut back from being registered pursuant to Rule 415 only with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthat portion of the Holders’ Registrable Securities that are then Registrable Securities.

Liquidated Damages. If (i) any the initial Registration Statement required by this Agreement to be filed pursuant to Section 2.1.1 (the “Initial Registration Statement”) is not filed with the Commission on or prior to the applicable Filing DeadlineDeadline (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3.1 herein, the Company shall be deemed to have not satisfied this clause (i) unless the Holders are given a reasonable opportunity to review and comment prior to the Initial Registration Statement becoming effective), (ii) any such a Registration Statement has registering for resale all of the Registrable Securities is not been declared effective by the Commission on or prior to by the applicable Effectiveness Deadline, or (iii) any Exchange Offer has not been Consummated during the period commencing on or prior to the Consummation Deadline or (iv) any effective date of the Initial Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before ending on the second earlier of the date when there are no Registrable Securities or the fifth anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales date of the Transfer Restricted Initial Registration Statement, a Registration Statement is not continuously effective as to all Registrable Securities without being succeeded immediately by a post-effective amendment to included in such Registration Statement that cures Statement, or a Holder is otherwise not permitted (except as a result of Section 2.1.5 or Section 2.2.2 above) to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event breach being referred to in clauses (i) through (iv), as a “Registration Default”, and for purposes of clauses (i) and (ii), then the date on which such Registration Default occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as a “Registration Default Date”), then, in addition to any other rights such Holder may have hereunder or under applicable law, (x) on the first such Registration Default Date, the Company hereby agrees shall pay to pay (and the Guarantors agree to guarantee such payments) Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to each Holder 1.0% of Transfer Restricted Securities affected thereby for the Fair Market Value (calculated as of the first 90-day period immediately following Registration Default Date) of the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Registrable Securities held by such Holder for each week or portion thereof that the as of such Registration Default continues. The amount Date, and (y) on each monthly anniversary of the liquidated damages such Registration Default Date (if all applicable Registration Defaults shall increase not have been cured by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period such date) until all applicable Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstandingCompany shall pay to such Holder an amount in cash, up to a maximum amount of as partial liquidated damages and not as a penalty, equal to 1.0% of $0.25 per week per $1,000 in principal amount the Fair Market Value (calculated as of Transfer Restricted Securities; provided the first Registration Default Date) of the Registrable Securities held by such Holder on the first Registration Default Date. The parties agree that the Company shall in no event be required to pay maximum aggregate liquidated damages for more than one Registration Default at payable to any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement Holder under this Agreement with respect to all Registration Defaults shall be 10.0% of the Transfer Restricted Fair Market Value (calculated as of the first Registration Default Date) of the Registrable Securities held by such Holder on the first Registration Default Date. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.5 in full within ten (and/or, if applicable10) days after the date payable, the Shelf Registration Statement), in the case Company will pay interest thereon at a rate of 18% per annum (ior such lesser maximum amount that is permitted to be paid by applicable law) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orHolder, if applicable, accruing daily from the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of date such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which partial liquidated damages are due cease to be Transfer Restricted Securitiesuntil such amounts, plus all obligations of the Company to pay such interest thereon, are paid in full. The partial liquidated damages with respect pursuant to securities the terms hereof shall survive until such time as such obligations with respect apply on a daily pro rata basis for any portion of a month prior to such securities shall have been satisfied in fullthe cure of a Registration Default.

Liquidated Damages. If (a) Subject to any postponement on the effectiveness of the registration statement pursuant to Section 2(a) hereof or the use of the Prospectus pursuant to Section 2(c) hereof, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline120th day following the Closing Date, (ii) any such a Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (ii) on or prior to the applicable Effectiveness Deadline210th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission, or (iii) any Exchange Offer has not been Consummated on or prior to (x) the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail fails to be usable in connection with resales of subsequent to the Transfer Restricted Securities without being succeeded immediately 210th day following the Closing Date and (y) the Company does not cure the Shelf Registration Statement within ten business days by a post-effective amendment or a report filed pursuant to such the Exchange Act or (z) if applicable, the Company does not terminate the suspension period pursuant of Section 2(c) hereof, by the 45th or 75th day, as the case may be (each, a "Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (ivDefault"), a “Registration Default”), then the Company hereby agrees shall be required to pay (and the Guarantors agree to guarantee such payments) in cash liquidated damages to each Holder ("Liquidated Damages") in respect of Transfer Restricted Securities affected thereby for the first 90-Registrable Securities, from and including the day period immediately following the occurrence of such Registration Default, in an amount but excluding the day on which such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to $0.05 an additional one-quarter of one percent (0.25%) of the Applicable Amount, to and including the 90th day following such Registration Default and an additional one-quarter of one percent (0.25%) of the Applicable Amount from and after the 91st day following such Registration Default. (b) In no event will Liquidated Damages accrue at a rate per week per $1,000 in year exceeding 0.50%. If a Holder has converted some or all of its Securities into Ordinary Shares, the Holder will be entitled to receive equivalent amounts based on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount at maturity of the liquidated damages shall increase Securities converted. A Holder will not be entitled to Liquidated Damages unless it has provided all information requested by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect the Notice and Questionnaire prior to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under deadline. (c) In the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that event the Company shall in no event be required fails to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of file a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) Statement required to again be filed, or the post-effective amendment is not declared effective or made usable in effective, within the case of (iv) aboveperiods required by Section 3, the liquidated damages payable with respect Company shall pay Liquidated Damages at a rate per annum equal to an additional one-quarter of one percent (0.25%) from and including the Transfer Restricted Securities as a result date of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive Registration Default until such time as such obligations Registration Default is cured subject to the limitations on Liquidated Damages pursuant to paragraph (b) of this Section 7. (d) Any amounts to be paid as Liquidated Damages pursuant to paragraphs (a) or (c) of this Section 7 shall be paid in cash semi-annually in arrears, with respect the first semi-annual payment due on the first September 7 or March 7, as applicable, following the date on which such Liquidated Damages begin to accrue. (e) The Liquidated Damages as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such securities Registration Default or Effective Failure. In no event shall have been satisfied the Company be required to pay Liquidated Damages in fullexcess of the applicable maximum amount of one-half of one percent (0.5%) per year set forth above, regardless of whether one or multiple Registration Defaults exist.

Liquidated Damages. (a) If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinefiling deadline specified for such filing, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable date specified herein for such effectiveness (the “Effectiveness DeadlineTarget Date”), (iii) any the Exchange Offer has not been Consummated on or prior consummated within 30 days of the Effectiveness Target Date with respect to the Consummation Deadline such Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (Stater Bros. and the Guarantors hereby agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for liquidated damages (the first 90-day period immediately following the occurrence of such Registration Default, “Liquidated Damages”) in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages Liquidated Damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that Stater Bros. and the Company Guarantors shall in no event be required to pay liquidated damages Liquidated Damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (a) The Issuer and the Guarantors acknowledge and agree that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if the Issuer and the Guarantors fail to fulfill their respective obligations hereunder. Accordingly, in the event of such failure, the Issuer and the Guarantors jointly and severally agree to pay liquidated damages to each Holder under the circumstances and to the extent set forth below: (i) any if the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission SEC on or prior to the applicable Filing Deadline, Date; (ii) any such if the Exchange Offer Registration Statement has is not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadline, Date; or (iii) any if the Exchange Offer has is not been Consummated consummated on or before the 30th Business Day after the date on which the Exchange Offer Registration Statement is declared effective by the SEC; (iv) if an Exchange Offer Registration Statement is filed and declared effective by the SEC but thereafter ceases to be effective during the Applicable Period; (v) if obligated to file a Shelf Registration and the Issuer and the Guarantors fail to file such Shelf Registration with the SEC on or prior to the Consummation Deadline Shelf Filing Date; (vi) if a Shelf Registration is filed and such Shelf Registration is not declared effective on or prior to the Shelf Effectiveness Date; or (ivvii) any if a Shelf Registration Statement required by this Agreement is filed and declared effective by the SEC but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective during the Effectiveness Period; (each of the foregoing an "EVENT," and the date on which the Event occurs being referred to herein as an "EVENT DATE"). Upon the occurrence of any Event, the Issuer shall pay, or fail cause to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay paid (and the Guarantors agree hereby guarantee the payment of), in addition to guarantee such payments) amounts otherwise due under the Indenture and the Transfer Restricted Securities, as liquidated damages damages, and not as a penalty, to each Holder of Transfer Restricted Securities affected thereby for each weekly period beginning on the first 90-day period immediately following the occurrence of such Registration Default, in Event Date an amount equal to $0.05 per week the Weekly Liquidated Damages Amount per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof Holder; provided, that the Registration Default continues. The amount of the such liquidated damages shall increase by an additional $0.05 per week per $1,000 will, in principal amount each case, cease to accrue (subject to the occurrence of Transfer Restricted Securities with respect to each subsequent 90-day period until another Event) on the date on which all Registration Defaults Events have been cured, . The Issuer and the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company Guarantors shall in no event not be required to pay liquidated damages for more than one Registration Default Event at any given time. All accrued liquidated damages An Event under clause (i) above shall be paid to cured on the Holders entitled thereto, in date that the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i) or (ii) of Section 2(i), the date that such Initial Shelf Registration) is filed with the SEC; an Event under clause (ii) above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i) or (ii) of Section 2(i), the date that such Initial Shelf Registration) is declared effective by the SEC; an Event under clause (iii) above shall be cured on the earlier of the date (A) the Exchange Offer is consummated with respect to all Notes validly tendered or (B) the Issuer delivers a Shelf Notice to the Holders and the Trustee pursuant to clause (i) or (ii) of Section 2(i); an Event under clause (iv) above shall be cured on the date on which the Exchange Offer Registration Statement is no longer subject to an order suspending the effectiveness thereof or proceedings relating thereto; an Event under clause (v) above shall be cured on the date that such Shelf Registration is filed with the SEC; an Event under clause (vi) above shall be cured on the date that such Shelf Registration is declared effective by the SEC; and an Event under clause (vii) above shall be cured on the earlier of (A) the date on which the applicable Shelf Registration is no longer subject to an order suspending the effectiveness thereof or proceedings relating thereto or (B) a new Subsequent Shelf Registration is declared effective. (b) The Issuer shall notify the Trustee of the occurrence of an Event within five Business Days after each Event Date. The Issuer shall pay the liquidated damages due on the Transfer Restricted Securities (and/or, if applicable, by depositing with the Shelf Registration Statement)Trustee, in trust, for the case benefit of (i) abovethe Holders thereof, (2) upon by 12:00 noon, New York City time, on or before the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to applicable semi-annual interest payment date for the Transfer Restricted Securities, immediately available funds in the case of (iii) above, or (4) upon the filing of a post-effective amendment sums sufficient to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, pay the liquidated damages then due. The liquidated damages amount due shall be payable with respect in the same manner as interest payments on the Notes on each interest payment date to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding record Holder entitled to receive the fact that any securities for which liquidated damages are due cease interest payment to be Transfer Restricted Securities, all obligations of made on such date as set forth in the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullIndenture.

Liquidated Damages. If (i) any a Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”)Event occurs, then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages will make payments to each Holder of Transfer Restricted Registrable Securities affected thereby for identified in clause (a) or (b) of the first 90-day period immediately following definition of Registrable Securities, as liquidated damages to such Holder by reason of the occurrence of such Registration DefaultEvent, in an amount a cash sum equal to $0.05 per week per $1,000 in principal amount one percent (1%) of Transfer Restricted Securities held the aggregate purchase price paid by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities pursuant to Subscription Agreement with respect to such Holder’s Registrable Securities which are affected by such Registration Event, for each subsequent 90full thirty (30) days during which such Registration Event continues to affect such Registrable Securities (which shall be pro-day rated for any period until all Registration Defaults have been curedless than 30 days). Notwithstanding the foregoing, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that may be paid by the Company shall in no event be required pursuant to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages this Section 3(d) shall be an amount equal to eight percent (8%) of the aggregate purchase price paid by a Holder pursuant to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement Subscription Agreement with respect to such Holder’s Registrable Securities that are affected by all Registration Events in the Transfer Restricted aggregate. Each payment of liquidated damages pursuant to this Section 3(d) shall be due and payable in arrears within five (5) days after the end of each full 30-day period of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall constitute the Holder’s exclusive remedy for any Registration Event. The Registration Default Period shall terminate upon the earlier of such time as the Registrable Securities that are affected by the Registration Event cease to be Registrable Securities or (and/ori) the filing of the Registration Statement in the case of clause (a) of the definition of Registration Event, if applicable(ii) the SEC Effective Date in the case of clause (b) of the definition of Registration Event, (iii) the Shelf ability of the Holders to effect sales pursuant to the Registration Statement)Statement in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (id) aboveof the definition of Registration Event. The amounts payable as liquidated damages pursuant to this Section 3(d) shall be payable in lawful money of the United States. Notwithstanding the foregoing, (2the Company will not be liable for the payment of liquidated damages described in this Section 3(d) upon for any delay in registration of Registrable Securities that would otherwise be includable in the effectiveness of an Exchange Offer Registration Statement with respect pursuant to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities Rule 415 solely as a result of a comment received by the Staff requiring a limit on the number of Registrable Securities included in such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities Registration Statement in order for which liquidated damages are due cease such Registration Statement to be Transfer Restricted Securitiesable to avail itself of Rule 415. In the event of any such delay, all obligations of the Company will use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to pay liquidated damages register for resale the Registrable Securities that have been cut back from being registered pursuant to Rule 415 only with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthat portion of the Holders’ Registrable Securities that are then Registrable Securities.

Liquidated Damages. If (i) any In the event that (A) the applicable Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Filing Deadlinedate specified herein for such filing, (iiB) any such the applicable Registration Statement has not been declared effective by or become effective, as applicable, under the Commission Securities Act on or prior to the applicable date specified herein for such effectiveness (the “Effectiveness DeadlineTarget Date”), (iiiC) any the Exchange Offer has is required to be consummated hereunder and the Company fails to consummate the Exchange Offer within 35 days (or if such 35th day is not been Consummated a Business Day, on or prior to the Consummation Deadline first Business Day thereafter) of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (ivD) any the applicable Registration Statement required by this Agreement is filed and has been declared effective or become effective, as applicable, under the Securities Act prior to the Effectiveness Target Date but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with the Exchange Offer or resales of Transfer Restricted Notes, as the case may be, during the periods specified herein (as a result of an order suspending the effectiveness of such Registration Statement or otherwise) without being immediately succeeded by an additional Registration Statement covering the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure Notes which has been filed and that is itself immediately been declared or become effective, and only for such time of non-effectiveness or non-usability as applicable, under the Securities Act (each such event referred to in clauses (iA) through (ivD), a “Registration Default”), then the Company hereby agrees to shall pay (and the Guarantors agree to guarantee such payments) liquidated damages Liquidated Damages to each Holder of Transfer Restricted Securities affected thereby for Notes as to which such Registration Default relates (“Liquidated Damages”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum of the principal amount of the Transfer Restricted Securities held by Notes of such Holder for each week or portion thereof that the Registration Default continuesHolder. The amount of the liquidated damages shall Liquidated Damages will increase by an additional $0.05 0.25% per week per $1,000 in annum of the principal amount of the Transfer Restricted Securities with respect to Notes of such Holder for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages 0.50% per annum of $0.25 per week per $1,000 in the principal amount of the Transfer Restricted Securities; provided that Notes of such Holder. Liquidated Damages shall be computed based on the actual number of days elapsed during which any such Registration Default exists. Immediately following the cure of a Registration Default, the accrual of Liquidated Damages with respect to such Registration Default will cease and the interest rate will revert to the original rate. (ii) The Company shall deliver to the Trustee an Officers’ Certificate (as provided for in no the Indenture) within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an “Event Date”). Liquidated Damages shall be paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. The Liquidated Damages due shall be payable in arrears on each interest payment date to the record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Liquidated Damages shall be deemed to accrue from, and including the day following, the applicable Event Date. The Company shall not be required to pay liquidated damages Liquidated Damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective within two business days (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment Company by wire transfer of interest, immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Security shall have been satisfied in full.

Liquidated Damages. If (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Shelf Filing Deadline, (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Exchange Offer Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose, except as provided herein, without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within five business days of filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any the Initial Registration Statement required has not been filed by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such the Initial Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer the New Registration Statement has not been Consummated on or prior to filed by the Consummation New Registration Filing Deadline, (iv) the New Registration Statement has not been declared effective by the New Registration Effectiveness Deadline or (ivv) after any Registration Statement required by this Agreement is filed and has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update such Registration Statement), but shall thereafter excluding any Allowed Delay (and before as defined below) or, if the second anniversary Registration Statement is on Form S-1, for a period of twenty (20) days following the initial sale) cease to be effective or fail to be usable in connection with resales of date on which the Transfer Restricted Securities without being succeeded immediately by Company files a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of nonincorporate the Company’s Annual Report on Form 10-effectiveness or non-usability K (each such event referred to in clauses (i) through (iv), a “Registration DefaultMaintenance Failure”), then the Company hereby agrees will make pro rata payments to pay (and the Guarantors agree to guarantee such payments) each Investor then holding Registrable Securities, as liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Defaultand not as a penalty, in an amount equal to $0.05 per week per $1,000 in principal 1.0% of the aggregate amount of Transfer Restricted paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Holder Investor for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 9030-day period or pro rata for any portion thereof during which the failure continues (the “Blackout Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid in cash no later than five (5) Business Days after each such 30-day period following the commencement of the Blackout Period until all Registration Defaults have been curedthe termination of the Blackout Period (the “Blackout Period Payment Date”). Interest shall accrue at the rate of 1.0% per month on any such liquidated damages payments that shall not be paid by the Blackout Period Payment Date until such amount is paid in full. Notwithstanding the above, in no event shall the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum aggregate amount of liquidated damages (or interest thereon) paid under this Agreement to any Investor exceed, in the aggregate, 5.0% of $0.25 per week per $1,000 the aggregate purchase price of the Shares purchased by such Investor under the Purchase Agreement. Notwithstanding anything in principal amount of Transfer Restricted Securities; provided this Section 2(d) to the contrary, during any periods that the Company shall in no event be required is unable to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement meet its obligations hereunder with respect to the Transfer Restricted registration of the Registrable Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ibecause any Investor fails to furnish information required to be provided pursuant to Section 2(a) above, (2or Section 4(a) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, within three (3) upon Consummation Business Days of an Exchange Offer with respect the Company’s request, any liquidated damages that would otherwise accrue as to such Investor only shall be tolled until such information is delivered to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullCompany.

Liquidated Damages. (a) If (i) any a Shelf Registration Statement is required to be filed by this Agreement and is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such of the Registration Statement Statements required by this Agreement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement set forth in Section 3(a)(ii) hereof or (iv) any Registration Statement required by this Agreement is filed and declared effective by the Commission but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Obligors hereby agrees agree to pay damages (and the Guarantors agree to guarantee such payments“Liquidated Damages”) liquidated damages to each Holder of the Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.25% per week per $1,000 in annum on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that during the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all immediately following the occurrence of any Registration Defaults have been cured, Default and such amount shall increase by 0.25% per annum at the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount end of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securitiessuch 90-day period; provided that the Company shall in no event be required shall the Liquidated Damages under this Agreement exceed 0.50% per annum. Following the cure of all Registration Defaults, Liquidated Damages shall cease to pay liquidated damages for more than one accrue; provided, however, that, if after Liquidated Damages have ceased to accrue, a different Registration Default at any given timeoccurs, Liquidated Damages shall again accrue pursuant to the foregoing provisions. All accrued liquidated damages Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, interest on each Interest Payment Date, the Initial Notes as more fully set forth in the Indenture and the NotesIndenture. Notwithstanding anything the foregoing, the amount of Liquidated Damages shall not increase as a result of more than one Registration Default having occurred (and being pending at the same time). (b) A Registration Default referred to the contrary set forth herein, (1in Section 5(a)(iv) upon filing of an Exchange Offer hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement required by this Agreement or the related Prospectus if (i) such Registration Default has occurred solely as a result of material events with respect to the Transfer Restricted Securities (and/or, if applicable, the Obligors that would need to be described in such Shelf Registration Statement), in Statement or the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of related Prospectus and such event is not so described therein and (ii) abovethe Obligors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related Prospectus to describe such events; provided, (3) upon Consummation however, that in any case if such Registration Default occurs for a continuous period in excess of an Exchange Offer 30 days in any 12-month period, Liquidated Damages shall be payable in accordance with respect to the Transfer Restricted Securities, in above paragraph from the case of (iii) above31st day after such Registration Default occurs until such Registration Default is cured, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicableearlier, the Shelf Registration Statement) to again be declared effective date on which the Notes or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due Exchange Notes otherwise cease to be Transfer Restricted Securities, all . All obligations of the Company to pay liquidated damages Obligors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive (subject to the proviso of the immediately preceding sentence) until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with The Issuer, the Commission on or prior to Guarantor and the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by Initial Purchasers agree that the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary Holders of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment will suffer damages if the Issuer or the Guarantor fails to fulfill its obligations pursuant to Section 2 hereof and that it would not be possible to ascertain the extent of such Registration Statement that cures damages. Accordingly, in the event of such failure and that is itself immediately declared effectiveby the Issuer or the Guarantor to fulfill such obligations, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Issuer hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities affected thereby for under the first 90-day period immediately circumstances and to the extent set forth below: If (i) on or prior to 90 days following the occurrence of Issue Date, a Shelf Registration Statement has not been filed with the SEC, or (ii) on or prior to the 150th day following the Issue Date (the "Effectiveness Target Date") such Shelf Registration Statement is not declared effective (each, a "Registration Default"), additional interest will accrue on the Convertible Debentures and, accordingly, additional distributions will accrue on the Convertible Preferred Securities, in each case from and including the day following such Registration Default. Liquidated Damages will be paid quarterly in arrears, in an amount with the first quarterly payment due on the first interest or distribution payment date, as applicable, following the date on which such Liquidated Damages begin to accrue, and will accrue at a rate per annum equal to $0.05 per week per $1,000 in an additional one-quarter of one percent (0.25%) of the principal amount or liquidation amount, as applicable, to and including the 90th day following such Registration Default and one-half of Transfer Restricted Securities held by one percent (0.50%) thereof from and after the 91st day following such Holder Registration Default. The curing of any Registration Default will reset the rate at which Liquidated Damages begin to accrue for each week any subsequent new Registration Default to a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount or portion liquidation amount, as applicable, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) thereof from and after the 91st day following such new Registration Default. The Guarantor shall have the right to suspend the Shelf Registration Statement under certain circumstances for up to 90 consecutive days. In the event that the Shelf Registration Default continues. The amount of Statement ceases to be effective during the liquidated damages shall Effectiveness Period for more than 90 consecutive days or any 120 days, whether or not consecutive, during any 12-month period, then the interest rate borne by the Convertible Debentures and the distribution rate borne by the Convertible Preferred Securities will each increase by an additional $0.05 one quarter of one percent (0.25%) per week per $1,000 annum from such 91st or 121st day, as applicable, until such time as (i) the Shelf Registration Statement again becomes effective or (ii) the Effectiveness Period expires. (b) The Issuer shall promptly notify the Trustee after each and every date on which a Registration Default first occurs. Accrued and unpaid Liquidated Damages shall be paid by the Issuer to the Holders in principal amount the same manner dividends are made pursuant to the Declaration or by wire transfer of Transfer Restricted Securities immediately available funds to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each interest payment date provided in the Indenture (whether or not any interest is then payable on the Convertible Debentures) and on each payment date provided in the Indenture including, without limitation, whether upon redemption, maturity (by acceleration or otherwise), purchase upon a change of control or purchase upon a sale of assets (subject to the Guarantor's right to defer the payment of Liquidated Damages during any Extension Period (as defined in the Indenture)). Each obligation to pay Liquidated Damages with respect to each subsequent 90-day period until all any Registration Default shall be deemed to commence accruing on the date of such Registration Default and to cease accruing when such Registration Default has been cured. In no event shall the Issuer pay Liquidated Damages in excess of the applicable maximum weekly amount set forth above, regardless of whether one or multiple Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided exist. (c) The parties hereto agree that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner Liquidated Damages provided for in this Section 3 constitute a reasonable estimate of the payment damages that will be suffered by Holders by reason of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything failure to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, file the Shelf Registration Statement), in the case failure of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect Statement to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the failure of the Shelf Registration Statement to remain effective, as the case of (iv) abovemay be, the liquidated damages payable in accordance with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthis Agreement.

Liquidated Damages. If (i) any on or prior to 90 days after the date of original issuance of the Registrable Securities, a Shelf Registration Statement required by this Agreement is has not been filed with the Commission Commission, or (ii) on or prior to the applicable Filing Deadlineone hundred eightieth day after the date of original issuance of the Registrable Securities, such Shelf Registration Statement is not declared effective (iieach, a "Registration Default"), liquidated damages ("Liquidated Damages") any will accrue on the Registrable Securities from and including the day following such Registration Statement Default to but excluding the day on which such Registration Default has not been declared effective by cured or, if earlier, the Commission on or prior to last day upon which the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement is required by this Agreement is filed and declared effective but shall thereafter (and before to be kept effective. Liquidated Damages will be paid semi-annually in arrears, with the second anniversary first semi-annual payment due on the first Interest Payment Date in respect of the initial sale) cease Registrable Securities following the date on which such Liquidated Damages begin to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effectiveaccrue, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), will accrue at a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount rate equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Registrable Securities held by to and including the ninetieth day following such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional and at a rate equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Registrable Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Registrable Securities; provided . In the event that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement)Statement ceases to be effective during the Effectiveness Period for a period in excess of 45 days, whether or not consecutive, during any 90-day period, or more than 90 days in any 365-day period, then Liquidated Damages will accrue (subject to the case limitations set forth above) at a rate per annum equal to $0.05 per week per $1,000 principal amount of (i) above, (2) upon Registrable Securities on the effectiveness 46th day of an Exchange Offer the applicable 90-day period or the 91st day of the applicable 365-day period such Shelf Registration Statement with respect ceases to be effective but excluding the Transfer Restricted Securities (and/orday on which such Shelf Registration Statement again becomes effective or, if applicableearlier, the last day upon which the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease is required to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullkept effective.

Liquidated Damages. If (a) Liquidated damages (the "LIQUIDATED DAMAGES") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "REGISTRATION DEFAULT"): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, date specified for such filing; (ii) any such Registration Statement has required by this Agreement is not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, date specified for such effectiveness (the "EFFECTIVENESS TARGET DATE"); (iii) any the Registered Exchange Offer has not been Consummated on or prior consummated within 35 business days of the Effectiveness Target Date with respect to the Consummation Deadline or Exchange Offer Registration Statement; or (iv) any Registration Statement required by this Agreement is filed and has been declared effective by the Commission but shall (A) such Registration Statement thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by during the periods specified herein. Each of the foregoing will constitute a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only Default whatever the reason for such time of non-effectiveness or non-usability (each any such event referred to in clauses (i) through (iv), a “Registration Default”), then and whether it is voluntary or involuntary or is beyond the control of the Company hereby agrees or pursuant to operation of law or as a result of any action or inaction by the Commission. The Company shall pay (and the Guarantors agree to guarantee such payments) liquidated damages Liquidated Damages to each Holder in the event of Transfer Restricted Securities affected thereby for a Registration Default. Liquidated Damages shall accrue, at an annual rate of 1.0% of the first 90-day period immediately following aggregate principal amount of the occurrence Securities, on the date of such Registration Default, payable in an amount equal to $0.05 per week per $1,000 cash semiannually in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, arrears on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement interest payment date with respect to the Transfer Restricted Securities (and/orSecurities, if applicablecommencing on the date of such Registration Default. All accrued Liquidated Damages will be paid by the Company in the same manner and at the times as interest is paid. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement), in Statement or the case of related prospectus if (i) above, (2) upon the effectiveness of an Exchange Offer such Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case Default has occurred solely as a result of (iix) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a such Shelf Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement to incorporate annual audited financial information with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) Company where such post-effective amendment is not yet effective and needs to again be declared effective to permit Holders to use the related prospectus or made usable (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (iv) abovey), the liquidated damages Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; PROVIDED, HOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with respect the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Liquidated Damages due pursuant to Section 6(a) will be the exclusive remedy available to holders of Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that for any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullRegistration Default.

Liquidated Damages. If (ia) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (iib) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iiic) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then as the sole remedy for such Registration Defaults, the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults affecting such Holder have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided Securities for each week or portion thereof that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given timecontinues. All accrued liquidated damages shall be paid by the Company on each Damages Payment Date to Record Holders by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfers to the Holders entitled thereto, in the manner provided for the payment of interest, accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (i) any a Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”)Event occurs, then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages will make payments to each Holder of Transfer Restricted Securities affected thereby Registrable Securities, as liquidated damages to such Holder by reason of the Registration Event and not as a penalty, of an amount in cash equal to 1.0% of the aggregate original purchase price paid by such Holder for the first 90such Registrable Securities, for each 30-day period immediately (or pro rata for any portion thereof) following the occurrence of a Registration Event until the earlier of (1) the date on which the all Registration Events are cured or (2) the date on which the Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144 without manner of sale or volume restrictions. The amounts payable pursuant to the foregoing sentence are referred to collectively as “Liquidated Damages.” The Liquidated Damages shall be paid no later than five (5) days after the end of each such 30-day period. Interest shall accrue at the rate of 1% per month on any such Liquidated Damages payments that shall not be paid by the applicable payment date until such amount is paid in full. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, 5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement. Unless otherwise specified in this Section 3(b), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of such 30-day period prior to the cure of all the Registration Events. Such payments shall constitute the Purchasers’ exclusive monetary remedy for such events except in the case of the Company’s bad faith or willful breach. Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 3(b) in accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement as to any Cut-Back Shares that are not permitted by the Commission to be included in a Registration Statement due to Commission Guidance or Commission Restrictions from the time that it is determined that such Registrable Securities are not permitted to be registered until such time until such time as the Company is able to effect the registration of such Cut-Back Shares in accordance with any Commission Guidance or Commission Restrictions applicable to such Cut-Back Shares, in which case (i) all of the provisions of this Section 3 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use reasonable efforts to have such Registration Default, Statement declared effective within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut-Back Shares and (ii) the Liquidated Damages shall be calculated to only apply to the percentage of Cut-Back Shares which are then permitted in an amount equal accordance with Commission Guidance or Commission Restrictions to $0.05 per week per $1,000 be included in principal amount such or any successor registration statement(s). The Registration Effectiveness Deadline shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of Transfer Restricted the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which the Registration Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration StatementHolder), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement a Shelf covering the Registrable Securities is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Deadline or the Company fails to have a Registration Statement has not been declared effective by under the Commission on or Securities Act prior to the applicable Effectiveness Deadline, subject, in each case, to extension through the Company’s use of any Pre-Effective Suspension Period as provided in Section 1(a) hereof, for more than 30 consecutive calendar days (iii) any Exchange Offer has not been Consummated on or prior to such 30-day period, the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration DefaultGrace Period”), then the Company hereby agrees will, subject to pay (and the Guarantors agree conditions set forth in this Section 1(c), make pro rata payments to guarantee such payments) each Holder, as liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Defaultand not as a penalty, in an amount equal to $0.05 per week per $1,000 1.5% of the aggregate amount invested by such Holder pursuant to the Purchase Agreement (or the purchase price of the Registrable Securities purchased by any Holder not an original party to the Purchase Agreement, (the “Purchase Amount”) for each 30-day period (or pro rata for any portion thereof) following the applicable Grace Period. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be made to each Holder by check mailed to the address of the registered Holder of the Registrable Securities on the books and records of the Company as maintained by the Company’s transfer agent, no later than three Business Days after the end of each 30-day period. Notwithstanding the forgoing, (i) the maximum aggregate liquidated damages payable to a Holder under this Agreement, including any interest, shall be 10.0% of the aggregate Purchase Amount paid by such Holder, (ii) no liquidated damages shall accrue or become payable in principal amount respect of Transfer Restricted Securities any Piggyback Shares, (iii) no liquidated damages shall accrue or become payable during the Grace Period, (iv) no liquidated damages shall accrue after the Shelf Term, (v) no liquidated damages shall accrue during any Acquisition Event Period (as defined below) and (vi) no liquidated damages shall accrue after the date the shares of Common Stock then held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or are no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted longer Registrable Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If Subject to the terms and conditions of this Agreement (including Sections 4 and 6 hereof), if the Company does not (i) any file an S-3 Shelf Registration Statement (or such other Registration Statement as may be appropriate in the circumstances) as and when required by under this Agreement is not filed with respect to any Registrable Securities, other than as a result of the Commission on SEC being unable to accept such filings (a “Filing Default”); or prior to the applicable Filing Deadline, (ii) any cause (A) such S-3 Shelf Registration Statement has not been (or such other Registration Statement) to be declared effective by the Commission SEC; and (B) such Registrable Securities to be approved for listing on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary NASDAQ within 10 Business Days of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability Investor request (each such event referred to in clauses (i) through (iv), a an “Registration Effectiveness Default”), then the Company hereby agrees to shall pay the Investor (and or, if applicable, the Guarantors agree to guarantee such paymentsrelevant Permitted Transferee(s)) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, cash in an amount equal to $0.05 per week per $1,000 in principal amount 1% of Transfer Restricted the value of such Registrable Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, Investor (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the Shelf relevant Permitted Transferee(s)) at the close of business on the second Business Day following such Filing Default or Effectiveness Default. Following effectiveness of the Registration StatementStatement and listing of the Registrable Securities on NASDAQ, subject to the terms and conditions of this Agreement (including Sections 4 and 6 hereof), in if at any time the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect ceases to be effective and available for resale of the Transfer Restricted Registrable Securities covered by such Registration Statement (and/oran “Availability Default”), the Company shall pay the Investor (or such Permitted Transferee(s)) cash in an amount equal to 1% of the value of the Registrable Securities subject to such Registration Statement (or, if applicable, the Shelf Registration Statementrelevant Permitted Transferees) for each month that such Availability Default continues (pro rated for any partial month), in the case . Payment of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to resulting from an Availability Default shall be made on the Transfer Restricted Securities as a result first day of each month or such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time earlier date as such obligations with respect to such securities Availability Default shall have been satisfied cured. Any amount due but not paid by the Company pursuant to this subsection shall bear interest at a daily compounded rate equal to 12% per annum or the highest rate permitted by applicable law, whichever is lower, from and including the due date therefor through but excluding the date of payment. Liquidated damages payable hereunder shall be paid by wire transfer of immediately available funds to an account designated in fullwriting by the Investor to the Company.

Liquidated Damages. If (a) Subject to Clause 6.5, it is agreed that: (i) any Registration Statement required by this Agreement if the Arrival Time is not filed achieved in accordance with Clause 6.1 by the Commission on or prior Scheduled Arrival Date, Owner shall be liable to pay liquidated damages (“Delivery Delay LDs”) to Company therefor at the applicable Filing Deadlinerate of US$***** per day (and pro rata in respect of periods other than a day) for the period after the Scheduled Arrival Date until the earlier of the first time (if ever) that the Arrival Time occurs, Acceptance Delay LDs become payable, and the first time at which the aggregate of Delay Liquidated Damages payable under this agreement equals US$10.7 million; and/or (ii) any such Registration Statement has if the Acceptance Conditions are not been declared effective satisfied by the Commission on or prior Scheduled Delivery Date, Owner shall be liable to pay liquidated damages (“Acceptance Delay LDs”) to Company therefor at the applicable Effectiveness Deadline, rate of US$***** per day (and pro rata in respect of periods other than a day) for the period after the (iii) any Exchange Offer has not been Consummated on or prior to Scheduled Delivery Date until the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary earlier of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such first time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (at which Acceptance occurs and the Guarantors agree to guarantee such payments) liquidated damages to each Holder aggregate of Transfer Restricted Securities affected thereby for Delay Liquidated Damages payable under this agreement equals US$10.7 million, SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). and the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum aggregate amount of liquidated damages payable under this Clause 6.4 (such Delivery Delay LDs and Acceptance Delay LDs together, “Delay Liquidated Damages”) shall not exceed US$10.7 million. (b) Except as provided in Clauses 6.4(c) and 26.5, Owner’s obligation to pay Delay Liquidated Damages shall be its only liability and Company’s only remedy for Owner’s breach of $0.25 per week per $1,000 in principal this agreement before Acceptance, and the parties agree that the amount of Transfer Restricted Securities; Delay Liquidated Damages provided hereunder constitutes their genuine pre-estimate of the loss that the would be suffered by Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause breach. (ic) Subject to Clause 6.4(d), if the obligation of Owner to pay Delay Liquidated Damages under Clause 6.4(a) is held to be unenforceable, Owner shall pay Company damages not exceeding US$10.7 million in aggregate in respect of all Losses and Consequential Loss suffered by Company arising from the failure to issue the Notice of Readiness on or before the Scheduled Arrival Date and/or the failure of Acceptance to occur on or before the Scheduled Delivery Date (iias applicable). (d) The amount of damages payable under Clause 6.4(c) shall not in aggregate exceed the amount of the Delay Liquidated Damages that would have been payable pursuant to Clause 6.4(a) had the relevant obligation to pay the Delay Liquidated Damages been enforceable, unless such obligation is held to be unenforceable as a result of any argument, claim, or proceeding raised or brought by Owner that such obligation is unenforceable, in which case the amount of such damages shall be unlimited by this Clause. (e) Each sum Owner is obliged to pay under this Clause 6.4 shall be paid within ***** Banking Days of Owner being invoiced therefor, and Company may at any time while any sum that is payable to it under this Clause 6.4 remains unpaid draw down an amount equivalent to that sum under the Owner LoC. (f) If Acceptance is achieved by the Scheduled Delivery Date, or Acceptance is deemed under Clause 6.9, Company shall, within ***** Banking Days thereafter, reimburse Owner the aggregate of all Delivery Delay LDs paid to Company under this Clause 6.4, the amounts drawn under the Owner LoC in respect of Delivery Delay LDs under Clause 6.4(e), (iiiand damages payable under Clause 6.4(c) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations in respect of the Company failure to pay liquidated damages achieve the Arrival Time in accordance with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullClause 6.1 by the Scheduled Arrival Date.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineTarget Date, (iii) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and that the Guarantors agree to guarantee such payments) liquidated damages to each Holder of interest rate borne by the Transfer Restricted Securities affected thereby for shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the any Registration Default continues. The amount of the liquidated damages and shall increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities annum with respect to each subsequent 90-day period until period, but in no event shall such increase exceed 1.00% per annum (any such interest assessed upon the occurrence of a Registration Default is referred to as “Liquidated Damages”). Following the cure of all Registration Defaults have been curedrelating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities become freely tradable without registration under shall be reduced to the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of original interest rate borne by such Transfer Restricted Securities; provided that provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to and the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement preceding paragraph that are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities Security shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantor hereby agrees jointly and severally agree to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided PROVIDED that the Company and the Guarantor shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ia) above, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (iib) above, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of clause (iiic) above, or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivd) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantor to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (a) The Company acknowledges and agrees that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations hereunder. Accordingly, in the event of such failure, the Company agrees to pay liquidated damages to each Holder under the circumstances and to the extent set forth below: (i) any if the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission SEC on or prior to the applicable Filing Deadline, Date; (ii) any such if the Exchange Offer Registration Statement has is not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadline, Date; or (iii) any if the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer has within 45 days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC; (iv) if obligated to file an Initial Shelf Registration and the Company fails to file such Initial Shelf Registration with the SEC on or prior to Shelf Filing Date; (v) if an Initial Shelf Registration is filed and such Initial Shelf Registration is not been Consummated declared effective on or prior to the Consummation Deadline or Shelf Effectiveness Date; or (ivvi) any if a Shelf Registration Statement required by this Agreement is filed and declared effective by the SEC but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately within 30 days by a post-effective amendment to such Subsequent Shelf Registration Statement that cures such failure filed and that is itself immediately declared effective; (each of the foregoing an "Event," and the date on which the Event occurs being referred to herein as an "Event Date"). Upon the occurrence of any Event, the Company shall pay, or cause to be paid, in addition to amounts otherwise due under the Indenture and the Registrable Securities, as liquidated damages, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv)not as a penalty, a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for each weekly period beginning on the first 90-day period immediately following the occurrence of such Registration Default, in Event Date an amount equal to $0.05 per week the Weekly Liquidated Damages Amount per $1,000 in principal amount of Transfer Restricted Registrable Securities held by such Holder for each week or portion thereof Holder; provided, that the Registration Default continues. The amount of the such liquidated damages shall increase by an additional $0.05 per week per $1,000 will, in principal amount each case, cease to accrue (subject to the occurrence of Transfer Restricted Securities with respect to each subsequent 90-day period until another Event) on the date on which all Registration Defaults Events have been cured, the Transfer Restricted Securities become freely tradable without registration . An Event under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon above shall be cured on the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement date that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the an Initial Shelf Registration Statement) is required to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect filed pursuant to the Transfer Restricted Securities as a result of such clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf Registration) is filed with the SEC; an Event under clause (ii) above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i), (iiiii) or (iviii) of Section 2(i), as applicable, the date that such Initial Shelf Registration) is declared effective by the SEC; an Event under clause (iii) above shall cease. Notwithstanding be cured on the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations earlier of the Company to pay liquidated damages date (A) the Exchange Offer is consummated with respect to securities all Notes validly tendered or (B) the Company delivers a Shelf Notice to the Holders and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i); an Event under clause (iv) above shall survive until be cured on the date that such time Initial Shelf Registration is filed with the SEC; an Event under clause (v) above shall be cured on the date that such Initial Shelf Registration is declared effective by the SEC; and an Event under clause (vi) above shall be cured on the earlier of (1) the date on which the applicable Shelf Registration is no longer subject to an order suspending the effectiveness thereof or proceedings relating thereto or (2) a new Subsequent Shelf Registration is declared effective. (b) The Company shall notify the Trustee within five Business Days after each Event Date. The Company shall pay the liquidated damages due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Registrable Securities, immediately available funds in sums sufficient to pay the liquidated damages then due. The liquidated damages amount due shall be payable in the same manner as interest payments on the Notes on each interest payment date to the record Holder entitled to receive the interest payment to be made on such obligations with respect to such securities shall have been satisfied date as set forth in fullthe Indenture.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with The Company and the Commission on or prior to Initial Purchasers agree that the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary Holders of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 and Section 4(b) hereof and that it would not be possible to ascertain the extent of such Registration Statement that cures damages. Accordingly, in the event of such failure and that is itself immediately declared effectiveby the Company to fulfill such obligations, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities affected thereby under the circumstances and to the extent set forth below: (i) if the Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Date; or (ii) if the Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Target Date; or (iii) the Shelf Registration Statement has been declared effective by the SEC and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable (including as a result of a suspension of the use of the Shelf Registration Statement as described in Section 2(c) hereof), for a period of time that exceeds 90 days in any period of 365 consecutive days; (any of the foregoing, a "Registration Default") then the Company shall pay Liquidated Damages to each Holder of Transfer Restricted Securities during the first 90-day period immediately following the occurrence of such Registration Default, Default in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Notes and, if applicable, $.0015 per week per share (subject to adjustment in the event of stock splits, stock recombinations, stock dividends and the like) of Common Stock constituting Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall such Liquidated Damages will increase by an additional $0.05 .05 per week per $1,000 in principal amount of Notes and, if applicable, by $.0015 per week per share (subject to adjustment as set forth above) of Common Stock constituting Transfer Restricted Securities with respect to for each subsequent 90-day period until all Registration Defaults have been cured; provided, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstandinghowever, up to a maximum amount of liquidated damages of that Liquidated Damages shall not at any time exceed $0.25 .25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orNotes or, if applicable, the Shelf Registration Statement), in the case $.0015 per week per share (subject to adjustment as set forth above) of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Common Stock constituting Transfer Restricted Securities (and/or, if applicable, Securities. Following the Shelf cure of all Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect Defaults relating to the any Transfer Restricted Securities, in the case accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. A Registration Default under clause (i) above shall be cured on the date that the Shelf Registration Statement is filed with the SEC; a Registration Default under clause (ii) above shall be cured on the date that the Shelf Registration Statement is declared effective by the SEC; and a Registration Default under clause (iii) above, or (4) upon above shall be cured on the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, date the Shelf Registration Statement) to again be Statement is declared effective or made usable in the case of Prospectus contained therein again becomes usable. (ivb) aboveThe Company shall notify the Trustee within one Business Day after each and every date on which a Registration Default occurs. On each Damage Payment Date, Liquidated Damages shall be paid by the liquidated damages payable with respect Company to the Holders of Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company immediately preceding Record Date (as defined in the Indenture) specified in the Indenture in the same manner interest is paid to Holders of Notes pursuant to the Indenture. Each obligation to pay liquidated damages with respect Liquidated Damages shall be deemed to securities shall survive until such time as such obligations with respect commence accruing on the date of the applicable Registration Default and to such securities shall cease accruing when all Registration Defaults have been satisfied cured. In no event shall the Company pay Liquidated Damages in fullexcess of the applicable maximum weekly amount set forth above, regardless of whether one or multiple Registration Defaults exist (e.g., subject to increase as set forth above for each subsequent 90-day period, Liquidated Damages shall equal $.05 per week per $1,000 principal amount of Notes during the first 90-day period immediately following the occurrence of the first Registration Default regardless of whether additional Registration Defaults occur during such 90-day period).

Liquidated Damages. If In addition to Landlord's rights pursuant to Subsection C. above, if Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated damages, the sum of (i) any Registration Statement required by the total of the Base Rent, Additional Rent and all other sums which would have been payable under this Agreement is not filed with Lease from the Commission on or prior date of Landlord's demand for liquidated damages ("Landlord's Demand") until the date this Lease would have terminated in the absence of the Default, discounted to present value at the applicable Filing Deadlinerate of five percent (5%) per annum (the "Discount Rate"), (ii) any such Registration Statement has not been declared effective by the Commission on or all unpaid Rent accrued prior to the applicable Effectiveness Deadlinetime of Landlord's Demand, plus interest thereon from the due date at the Default Rate, (iii) any Exchange Offer has and all expenses (including but not been Consummated on limited to attorneys' and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or prior repairing the Premises in order to place the Consummation Deadline Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any Registration Statement required other amounts necessary to compensate Landlord for any other injury or detriment caused by this Agreement is filed and declared effective but shall thereafter the Default; minus the sum of (and before a) the second anniversary net fair market rental value of the initial sale) cease to be effective or fail to be usable in connection with resales of Premises for the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event period referred to in clauses Subsection D.(i) above, discounted to present value at the Discount Rate, and (ib) through (iv)any sums actually paid by Tenant to Landlord pursuant to Subsection C. above; provided, a “Registration Default”)however, then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated if said damages shall be paid limited by law to a lesser amount, Landlord shall be entitled to recover the Holders entitled theretomaximum amount permitted by law. The "net fair market rental value" referred to in Subsection D.(a) above shall be the fair market rental value of the Premises at the time of Landlord's Demand, reduced by any rental abatements, tenant improvement allowances and other concessions and inducements generally provided by landlords seeking to lease comparable commercial property in the manner provided for area of the payment Premises at the time of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the NotesLandlord's Demand. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicableIf reletting is accomplished within a reasonable time after Lease termination, the Shelf Registration Statement), "net fair market rental value" referred to in the case of (iSubsection D.(a) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again above shall be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease deemed prima facie to be Transfer Restricted Securitiesthe net rental income (after deducting any rental abatements, all obligations of the Company to pay liquidated damages with respect to securities shall survive until tenant improvement allowances and other concessions and inducements) realized upon such time as such obligations with respect to such securities shall have been satisfied in fullreletting.

Liquidated Damages. If In addition to Landlord’s rights pursuant to Section 19.C. above, if Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated damages, the sum of (i) any Registration Statement required by the total of the Base Rent, Additional Rent and all other sums which would have been payable under this Agreement is not filed with Lease from the Commission on or prior date of Landlord’s demand for liquidated damages (“Landlord’s Demand”) until the date this Lease would have terminated in the absence of the Default, discounted to present value at the applicable Filing Deadlinerate of five percent (5%) per annum (the “Discount Rate”), (ii) any such Registration Statement has not been declared effective by the Commission on or all unpaid Rent accrued prior to the applicable Effectiveness Deadlinetime of Landlord’s Demand, plus interest thereon from the due date at the Default Rate, (iii) any Exchange Offer has and all expenses (including but not been Consummated on limited to reasonable attorneys’ and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or prior repairing the Premises in order to place the Consummation Deadline Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any Registration Statement required other amounts necessary to compensate Landlord for any other injury or detriment caused by this Agreement is filed and declared effective but shall thereafter the Default; minus the sum of (and before a) the second anniversary net fair market rental value of the initial sale) cease to be effective or fail to be usable in connection with resales of Premises for the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event period referred to in clauses Section 19.D.(i) above, discounted to present value at the Discount Rate, and (ib) through (iv)any sums actually paid by Tenant to Landlord pursuant to Subsection C. above; provided, a “Registration Default”)however, then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated if said damages shall be paid limited by law to a lesser amount, Landlord shall be entitled to recover the Holders entitled theretomaximum amount permitted by law. The “net fair market rental value” referred to in Section 19.D.(a) above shall be the fair market rental value of the Premises at the time of Landlord’s Demand, reduced by any rental abatements, tenant improvement allowances and other concessions and inducements generally provided by landlords seeking to lease comparable commercial property in the manner provided for area of the payment Premises at the time of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the NotesLandlord’s Demand. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicableIf reletting is accomplished within a reasonable time after Lease termination, the Shelf Registration Statement), “net fair market rental value” referred to in the case of (iSection 19.D.(a) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again above shall be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease deemed prima facie to be Transfer Restricted Securitiesthe net rental income (after deducting any rental abatements, all obligations of the Company to pay liquidated damages with respect to securities shall survive until tenant improvement allowances and other concessions and inducements) realized upon such time as such obligations with respect to such securities shall have been satisfied in fullreletting.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to to, in the applicable case of the Exchange Offer Registration Statement, the Filing Deadline or, in the case of the Shelf Registration Statement, the Shelf Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to to, in the applicable case of the Exchange Offer Registration Statement, the Effectiveness Deadline or, in the case of the Shelf Registration Statement, the Shelf Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-non- effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon the Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales (provided that the unavailability of a Registration Statement for the Transfer Restricted Securities use of a Holder as a result of such Holder's failure to provide information pursuant to Section 4(b) or make representations required by Section 6(a)(ii) shall not be deemed to make the Registration Statement fail to be usable) for its intended purpose as required herein (except as provided in, and during the time periods specified in, Section 4(c)) without being succeeded immediately within five days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within 10 days of the filing of such time of nonpost-effectiveness or non-usability effective amendment (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company each Issuer hereby jointly and severally agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company Issuers shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ia) above, (2ii) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (iib) above, (3iii) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of clause (iiic) above, or (4iv) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivd) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), as applicable, shall ceasecease to accrue. All accrued liquidated damages shall be paid to the record Holders entitled thereto in the manner provided for the payment of interest in the Indenture on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company Issuers to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (Cinemark and the Guarantors hereby agree to guarantee such payments) pay, jointly and severally, liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date. Liquidated Damages shall equal an increase in the annual interest rate on the Notes by 0.5% until the Exchange Offer is consummated or the Shelf Registration is declared effective. Cinemark shall notify the Trustee within one business day after (i) each and every Registration Default and (ii) the date the Registration Default has been so cured. Cinemark and the Guarantors shall, as more fully jointly and severally, pay all accrued Liquidated Damages to Record Holders in New York, New York by wire transfer of immediately available funds or by federal funds check on each Interest Payment Date. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of Cinemark and the Guarantors set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement preceding paragraph that are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities Security shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within 2 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within 5 days of filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided PROVIDED that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within five business days of filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”; except as permitted in paragraph (b), such of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the first 90-day period immediately following the occurrence of such Registration Default continuesDefault. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (d) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease. A Registration Default referred to in clause (d) above shall be deemed not to have occurred and be continuing in respect of a Registration Statement or the related Prospectus if (A) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company and the Guarantors that would need to be described in such Registration Statement or the related Prospectus and (B) in the case of clause (y), the Company and the Guarantors are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in the event a Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and liquidated damages shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company and the Guarantors are no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate for any 12-month period. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interestinterest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes Notes and the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseNotes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any Registration Statement required by time after the termination of this Agreement is Lease under Section 15.2, above, and whether or not filed with Landlord shall have collected any damages as hereinbefore provided in this Article XV, and in lieu of all other such damages beyond the Commission on date of such notice. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant from any period prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior notice and all expenses which Landlord may have incurred with respect to the applicable Effectiveness Deadlinecollection of such damages, (iii) any Exchange Offer has not been Consummated on or prior to such a sum as at the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before time of such notice represents the second anniversary amount of the initial saleexcess, if any, of (a) cease the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent and other charges which would have been payable by Tenant under this Lease for the remainder of the Lease Term if the Lease terms had been fully complied with by Tenant, over and above (b) the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent and other charges that would be received by Landlord if the Premises were re- leased at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in Annual Fixed Rent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord. For the purposes of this Article, if Landlord elects to require Tenant to pay liquidated damages in accordance with this Section 15.4, the total rent shall be computed by assuming the Tax Excess under Section 6.2 and the Operating Cost Excess under Section 7.5 to be effective the same as were payable for the twelve (12) calendar months (or fail if less than twelve (12) calendar months have been elapsed since the date hereof, the partial year) immediately preceding such termination of re-entry. Nothing contained in this Lease shall limit or prejudice the right of Landlord to be usable prove for and obtain in connection with resales proceedings for bankruptcy or insolvency by reason of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effectivetermination of this Lease, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 the maximum allowed by any statute or rule of law in principal effect at the time when, and governing the proceeds in which, the damages are to be proved, whether or not the amount of Transfer Restricted Securities held by such Holder for each week be greater, equal to, or portion thereof that less than the Registration Default continues. The amount of the liquidated loss or damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect referred to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If Subject to the terms and conditions of this Agreement (including Sections 4 and 6 hereof), if Purchaser does not (i) any file an S-3 Shelf Registration Statement (or such other Registration Statement as may be appropriate in the circumstances) as and when required by under this Agreement is not filed with respect to any Registrable Securities, other than as a result of the Commission on SEC being unable to accept such filings (a “Filing Default”); or prior to the applicable Filing Deadline, (ii) any cause (A) such S-3 Shelf Registration Statement has not been (or such other Registration Statement) to be declared effective by the Commission on or prior to the applicable Effectiveness Deadline, SEC; and (iiiB) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease such Registrable Securities to be effective or fail to be usable in connection with resales approved for listing on NASDAQ within 10 Business Days of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability Seller request (each such event referred to in clauses (i) through (iv), a an “Registration Effectiveness Default”), then Purchaser shall pay Seller (or, if applicable, the Company hereby agrees to pay (and the Guarantors agree to guarantee such paymentsrelevant Permitted Transferee(s)) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, cash in an amount equal to $0.05 per week per $1,000 in principal amount 1% of Transfer Restricted Securities the value of such Registrable Shares held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, Seller (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the Shelf Registration Statementrelevant Permitted Transferee(s)) (with such value determined as of the date of issuance thereof as Deferred Stock Consideration in accordance with the Purchase Agreement, with any Registrable Securities consisting of other than Purchaser Shares having a value equal to the Purchaser Shares in respect of which they were issued), in at the case close of (i) above, (2) upon business on the second Business Day following such Filing Default or Effectiveness Default. Following effectiveness of an Exchange Offer the Registration Statement with respect and listing of the Registrable Securities on NASDAQ, subject to the Transfer Restricted terms and conditions of this Agreement (including Sections 4 and 6 hereof), if at any time the Registration Statement ceases to be effective and available for resale of the Registrable Securities covered by such Registration Statement (and/oran “Availability Default”), Purchaser shall pay Seller (or such Permitted Transferee(s)) cash in an amount equal to 1% of the value of the Registrable Shares subject to such Registration Statement (or, if applicable, the Shelf Registration Statementrelevant Permitted Transferees) (with such value determined as aforesaid) for each week that such Availability Default continues (pro rated for any partial week). Payment of liquidated damages resulting from an Availability Default shall be made on the first day of each month or such earlier date as such Availability Default shall have been cured. Any amount due but not paid by Purchaser pursuant to this subsection shall bear interest at a daily compounded rate equal to 18% per annum or the highest rate permitted by applicable law, whichever is lower, from and including the due date therefor through but excluding the date of payment. Liquidated damages payable hereunder shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser. Notwithstanding any of the above, in no event shall the case of Purchaser be required to pay to Seller (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the Shelf Registration Statementrelevant Permitted Transferee(s)) to again be declared effective or made usable in more than the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations amount of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied Purchase Price paid in fullPurchaser Shares under this Section 2(h).

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective for any 180-day period during any 360 day period while Transfer Restricted Securities are outstanding or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement or another Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 per week .05 per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of the first such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages for all Registration Defaults of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadline, date specified for such filing in this Agreement then additional interest shall accrue on the principal amount of the Senior Notes at a rate of 0.25% per annum from the date such filing was required; (ii) any of such Registration Statement has Statements have not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness Deadline, Target Date") then additional interest shall accrue on the principal amount of the Senior Notes at a rate of 0.25% per annum from the Effectiveness Target Date; (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement then additional interest shall accrue on the principal amount of the Senior Notes at a rate of 0.25% per annum from the 31st Business Day after the Effectiveness Target Date; or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure and that is itself immediately declared effective, and only for then additional interest shall accrue on the principal amount of the Senior Notes at a rate of 0.25% per annum from the 31st day following such time of non-effectiveness or non-usability Registration Statement ceasing to be effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then . The additional interest rate owing pursuant to the Company hereby agrees to pay preceding clauses (and the Guarantors agree to guarantee such paymentsi) liquidated damages to through (iv) shall be increased by 0.25% per annum each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of that such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of , provided such additional interest does not exceed the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been curedMaximum Rate, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given timeas defined below. All accrued liquidated damages Liquidated Damages (as defined below) shall be paid to the Global Note Holders entitled thereto, in or Holders of certificated Notes by the manner provided for the payment of interest, Partnership on each Interest Payment Date, as more fully set forth Date generally in accordance with the provisions in the Indenture and the Notesregarding payment of interest. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or the Prospectus to be made usable in the case of (iv) above, the liquidated damages Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv) ("Liquidated Damages"), as applicable, shall cease. Notwithstanding Liquidated Damages on the fact that any securities for which liquidated damages are due cease to be Transfer Restricted SecuritiesSenior Notes may not exceed, all in the aggregate, 1% of the face amount of the Senior Notes per annum (the "Maximum Rate"). All obligations of the Company to pay liquidated damages Partnership set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (i) any either the Exchange Offer Registration ------------------ Statement or the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable target date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior consummated within 30 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any either the Exchange Offer Registration Statement required by this Agreement or the Shelf Registration Statement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective during the applicable Exchange Offer Registration Period or fail to Shelf Registration Period, as the case may be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities affected thereby for Notes with respect to the first 90-day period immediately following the occurrence of such Registration Default, Default in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities Notes held by such Holder for each week or portion thereof that the during which such Registration Default continues. The amount of the liquidated damages shall Liquidated Damages payable to each Holder for such Registration Default will increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities Notes held by such Holder with respect to each subsequent 90-day period until all such Registration Defaults have Default has been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a an aggregate maximum amount of liquidated damages Liquidated Damages of $0.25 .30 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages Notes for more than one all Registration Default at any given timeDefaults. All accrued liquidated damages shall Liquidated Damages will be paid to by the Holders entitled thereto, in the manner provided for the payment of interest, Company on each Interest Payment Date, Date (as more fully set forth such term is defined in the Indenture and the Notes. Notwithstanding anything Indenture) to the contrary set forth hereinHolders of record with respect to such Interest Payment Date by wire transfer of immediately available funds or by federal funds check. Liquidated Damages payable (a) with respect to the Registration Default specified in clause (i) above, (1) shall cease to accrue upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orand, if applicable, the Shelf Registration Statement), (b) with respect to the Registration Default specified in the case of clause (iii) above, (2) shall cease to accrue upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orand, if applicable, the Shelf Registration Statement), in the case of (iic) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, Registration Default specified in the case of clause (iii) above, or shall cease to accrue upon consummation of the Exchange Offer, and (4d) with respect to the Registration Default specified in clause (iv) above, shall cease to accrue upon the filing of a post-effective amendment to a Registration Statement or an additional the Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orand, if applicable, the Shelf Registration Statement) again to again be declared effective or made usable in effective, as the case may be. Following the cure of (iv) aboveall Registration Defaults, the liquidated damages payable with respect accrual of Liquidated Damages will cease, and all accrued and unpaid Liquidated Damages shall be paid to Holders of Notes promptly thereafter. The Company shall notify the Transfer Restricted Securities as Trustee within five days after the occurrence of each and every Registration Default. The parties hereto agree that the Liquidated Damages provided for in this Section 4 constitute a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations reasonable estimate of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthat will be incurred by Holders by reason of any Registration Default.

Liquidated Damages. If In the event that (ia) any the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th calendar day following the date of original issue of the Securities, (iib) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 180th calendar day following the date of original issue of the Securities or (iiic) any the Exchange Offer has is not been Consummated consummated on or prior to the Consummation Deadline 210th calendar day following the date of original issue of the Securities or (iv) any a Shelf Registration Statement required by this Agreement is filed and not declared effective but shall thereafter (and before on or prior to the second anniversary 180th calendar day following the date of original issue of the initial sale) cease Securities (or, if a Shelf Registration Statement is required to be effective or fail to be usable in connection with resales filed because of the Transfer Restricted Securities without being succeeded immediately request of any Initial Purchaser, 30 days following the request by a post-effective amendment to any such Initial Purchasers that the Company file the Shelf Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability Statement) (each such event referred to in clauses (ia) through (ivc) above, a "Registration Default"), a “Registration Default”), then the Company hereby agrees to will pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Registrable Securities affected thereby for as to which such Registration Default applies, during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.192 per week per $1,000 in principal amount of Transfer Restricted such Registrable Securities held by such Holder for each week until the applicable Registration Statement is filed or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cureddeclared effective, the Transfer Restricted Securities become freely tradable without registration under Exchange Offer is consummated or the Securities Act or no Transfer Restricted Securities are outstandingShelf Registration Statement again becomes effective, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that as the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given timecase may be. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the same manner provided as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the payment Securities. Following the cure of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer all Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicableDefaults, the Shelf Registration Statement), in the case accrual of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall will cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (a) The Company and the Initial Purchasers agree that the Holders of Notes that are Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay liquidated damages on the Notes that are Registrable Securities (“Liquidated Damages”) under the circumstances and to the extent set forth below (each of which shall be given independent effect; each a “Registration Default”): (i) any if the Initial Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing DeadlineDate, then commencing on the day after the Filing Date, Liquidated Damages shall accrue on the Notes that are Registrable Securities at a rate of 0.50% per annum on the aggregate principal amount of all such Notes then outstanding; (ii) any such if a Shelf Registration Statement has is not been declared effective by the Commission SEC on or prior to the applicable Effectiveness DeadlineDate, then commencing on the day after the Effectiveness Date, Liquidated Damages shall accrue on the Notes that are Registrable Securities at a rate of 0.50% per annum on the aggregate principal amount of all such Notes then outstanding; (iii) if a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any Exchange Offer time during the Effectiveness Period (other than as permitted under Section 3(b)), then commencing on the day after the date such Shelf Registration ceases to be effective, Liquidated Damages shall accrue on the Notes that are Registrable Securities at a rate of 0.50% per annum on the aggregate principal amount of all such Notes then outstanding; (iv) if any post-effective amendment filed pursuant to Section 2(d)(i) has not been Consummated become effective under the Securities Act on or prior to the Consummation Amendment Effectiveness Deadline or Date, then commencing on the day after the Amendment Effectiveness Deadline Date, Liquidated Damages shall accrue on the Notes that are Registrable Securities at a rate of 0.50% per annum on the aggregate principal amount of all such Notes then outstanding; and (ivv) if the aggregate duration of Deferral Periods in any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before period exceeds the second anniversary number of the initial sale) cease days permitted in respect of such period pursuant to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”Section 3(b), then commencing on the Company hereby agrees day that caused the limit on the aggregate duration of Deferral Periods to pay (and be exceeded, Liquidated Damages shall accrue on the Guarantors agree to guarantee such payments) liquidated damages to each Holder Notes that are Registrable Securities at a rate of Transfer Restricted Securities affected thereby for 0.50% per annum on the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in aggregate principal amount of Transfer Restricted Securities held by all such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are Notes then outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that Liquidated Damages on the Company shall in no event be required to pay liquidated damages for Notes that are Registrable Securities may not accrue under more than one Registration Default at any given time. All accrued liquidated damages shall be paid to of the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause foregoing clauses (i), (ii), (iii), (iv) and (v) at any one time; provided further that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the aggregate principal amount of the Notes that are Registrable Securities then outstanding; and provided further that (1) upon the filing of the Initial Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 3), (2) upon the effectiveness of a Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 3), (3) upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (a)(iii) of this Section 3), (4) upon the effectiveness of a post-effective amendment as required hereunder (in the case of clause (a)(iv) of this Section 3), or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded (in the case of clause (a)(v) of this Section 3), Liquidated Damages on the Notes that are Registrable Securities as a result of such clause shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, no Liquidated Damages shall accrue on any Notes that are Registrable Securities that are then covered by, and may be sold under, an effective Shelf Registration Statement. (b) Notwithstanding Section 3(a), the Company, upon written notice to the Holders, shall be permitted to suspend the availability of a Registration Statement covering the Registrable Securities for any bona fide reason whatsoever for up to 45 consecutive days (the “Deferral Period”) in any 90-day period without being obligated to pay Liquidated Damages; provided that Deferral Periods may not total more than 90 days in the aggregate in any twelve-month period. The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Deferral Period. (c) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid. Any amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii), (a)(iii), (a)(iv) or (iva)(v) of this Section 3 will be payable in cash semiannually on June 6 and December 6 of each year (each, a “Damages Payment Date”), as applicablecommencing with the first such Damages Payment Date occurring after any such Liquidated Damages commences to accrue, shall cease. Notwithstanding to Holders to whom regular interest is payable on the fact that any securities for which liquidated damages are due cease to be Transfer Restricted SecuritiesDamages Payment Date, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations Notes that are Registrable Securities, provided that any Liquidated Damages accrued with respect to any Note or portion thereof called for redemption by the Company on a redemption date or converted into Underlying Shares on a conversion date prior to the Damages Payment Date, shall, in any such securities event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). The amount of Liquidated Damages for Notes that are Registrable Securities will be determined by multiplying the applicable rate of Liquidated Damages by the aggregate principal amount of all such Notes then outstanding on the first Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. The parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which Liquidated Damages are expressly provided shall have been satisfied in fullbe such Liquidated Damages.

Liquidated Damages. If (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any Registration Statement required by time after the termination of this Agreement is Lease under Section 15.2, above, and whether or not filed with Landlord shall have collected any damages as hereinbefore provided in this Article XV, and in lieu of all other such damages beyond the Commission on date of such notice, including without limitation the payment of any sums under Section 15.3. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant from any period prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior notice and all expenses which Landlord may have incurred with respect to the applicable Effectiveness Deadlinecollection of such damages, such a sum as at the time of such notice represents the amount of the excess, if any, of (iiia) any Exchange Offer has not the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent and other charges which would have been Consummated on or prior payable by Tenant under this Lease for the remainder of the Lease Term if the Lease terms had been fully complied with by Tenant, over and above (b) the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in Annual Fixed Rent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord. For the purposes of this Article, if Landlord elects to require Tenant to pay liquidated damages in accordance with this Section 15.4, the total rent shall be computed by assuming the Tax Excess under Section 6.2 and Operating Expenses Allocable to the Consummation Deadline Premises under Section 7.5 to be the same as were payable for the twelve (12) calendar months (or if less than twelve (iv12) any Registration Statement required calendar months have been elapsed since the date hereof, the partial year) immediately preceding such termination of re-entry. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary reason of the initial sale) cease to be effective or fail to be usable in connection with resales termination of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effectivethis Lease, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 the maximum allowed by any statute or rule of law in principal effect at the time when, and governing the proceeds in which, the damages are to be proved, whether or not the amount of Transfer Restricted Securities held by such Holder for each week be greater, equal to, or portion thereof that less than the Registration Default continues. The amount of the liquidated loss or damages shall increase referred to above. In lieu of any other damages or indemnity and in lieu of the recovery by an additional $0.05 per week per $1,000 in principal amount Landlord of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been curedsums payable under all the foregoing provisions of this Section 15.4, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; and provided that the Company shall in no event be required to pay liquidated damages for there is more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing year remaining in the Lease Term, Landlord may elect to collect from Tenant, by notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Article XV or otherwise terminated by breach of any obligation of Tenant and before such full recovery, and Tenant shall thereupon pay, as liquidated damages, an Exchange Offer Registration Statement amount equal to the sum of the Annual Fixed Rent and all Additional Rent payable for the twelve (12) months ended next prior to the such termination plus the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time of such election plus any and all expenses which Landlord may have incurred for and with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case collection of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result any of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullrent.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Section 3 or 4 of this Agreement, (ii) any of such Registration Statement has Statements have not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in Section 3 or 4 of this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) subject to the provisions of Section 6(c)(i) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company Holdings hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for Securities, during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal liquidation preference of the Transfer Restricted Securities held by such Holder for so long as the Registration Default continues. The amount of liquidated damages payable to each Holder shall increase by an additional $.05 per week per $1,000 liquidation preference of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstandingperiod, up to a maximum amount of liquidated damages of $0.25 .30 per week per $1,000 in principal amount liquidation preference of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given timeSecurities held by such Holder. All accrued liquidated damages shall be paid to the Holders entitled thereto, by Holdings as provided in the manner provided for Certificate of Designation. Following the payment cure of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of Holdings set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment Company by wire transfer of interest, immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Security shall have been satisfied in full.

Liquidated Damages. a. If (i) any the Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Filing Deadlinedate 30 days from the Effective Date, (ii) any such the Registration Statement has not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadlinedate 90 days from the Effective Date, or (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement registration statement required by this Agreement is filed and declared effective by the Commission but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability its intended purpose (each such event referred to in clauses (i) through (iv), as a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages (“Liquidated Damages”) to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, Investors in an amount equal to $0.05 per week per $1,000 in principal 5% of the amount of Transfer Restricted Securities held already paid by such Holder for Investor during each week or portion thereof month that the such Registration Default continues. The amount , which Liquidated Damages shall be increased to 10% of the liquidated damages shall increase amount already paid by an additional $0.05 per week per $1,000 in principal amount such Investor during each month if the Registration Statement is not effective within 150 days from the Effective Date. Following the cure of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults relating to any particular registrable Securities, Liquidated Damages shall cease to accrue; provided, however, that, if after Liquidated Damages have been curedceased to accrue, a different Registration Default occurs, Liquidated Damages shall again accrue pursuant to the Transfer Restricted foregoing provisions. Any amounts due under this Section shall be paid in cash denominated in US currency by the fifth (5th) day of the month following the month in which they accrued. b. If the Company fails to deliver any Securities become freely tradable without registration due the Investors hereunder within three (3) business days (“Delivery Date”) of the date such Securities are to be delivered under the Securities Act or no Transfer Restricted Securities are outstandingterms of this Agreement, up and provided each of the Investors have delivered to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company all applicable deliverables under Section 9 hereto, the Company shall pay to the Investors collectively in no event be required immediately available funds denominated in US currency $1,000.00 times the Proportional Amount per day past the Delivery Date until the Securities are delivered. However, should the Securities remain undelivered past the 7th business day after the Delivery Date, then the Company shall pay to pay liquidated damages for more than one Registration Default at any given timethe Investors collectively $2,500 times the Proportional Amount per day until the Securities are actually delivered to the Investor. All accrued liquidated damages Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued. The Company agrees that the right to receive Securities is a valuable right to the Holders entitled theretoInvestors and a material consideration of it entering this Agreement. The parties agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by a failure of the Company to timely deliver ADSs as required hereby. Therefore, in the manner provided parties agree that the foregoing liquidated damages provision represents reasonable compensation for the payment loss which would be incurred by the Investor due to any such breach. The parties agree that this Section is not intended to in any way limit Investor’s right to pursue other remedies, including actual damages and/or equitable relief. For purposes of interestthis subsection 12.b., on each Interest Payment Date, the “Proportional Amount” is the fraction derived from dividing the number of Securities for which timely delivery has not occurred (as more fully set forth in the Indenture numerator) by the sum of all Securities to be delivered at any time under this Agreement other than Warrants (as the denominator). c. The Company and the NotesInvestors hereto acknowledge and agree that the sums payable as Liquidated Damages under subsection 12(a) and 12(b) above shall constitute liquidated damages and not penalties and are in addition to all other rights of the Holders, including the right to call a default under this Agreement. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of The parties further acknowledge that (i) abovethe amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (2ii) upon the amounts specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Company to obtain or maintain the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii)registration statement, (iii) or one of the reasons for the Company and the Investors reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages, and (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of ) the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall and the Investors are sophisticated business parties and have been satisfied in fullrepresented by sophisticated and able legal counsel and negotiated this Agreement at arm’s length.

Liquidated Damages. (a) If (i) any the Exchange Act Registration Statement required by this Agreement is or the Securities Act Registration Statement, as applicable, shall not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not have been declared effective within ninety (90) days of the Registration Date as required by Section 2(a) hereof (an “Exchange Act Registration Default”) or if the Commission on or prior to Company does not effect a Demand Registration (or, in the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any case where a Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with available for resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective Registrable Securities, does not file any required amendment or supplement to such the prospectus contained in the Shelf Registration Statement that cures or any such failure and that is itself immediately declared amendment shall not be effective, and only for such ) within the time of non-effectiveness or non-usability periods specified in Section 3(b) hereof (each such event referred to in clauses (i) through (iv), a “Demand Registration Default”) or if the Company does not cause to be declared effective a Shelf Registration Statement on Form S-3 within ninety (90) days after it becomes a registrant entitled to use Form S-3 (a “Shelf Registration Default”), then the Company hereby agrees to shall, as promptly as practicable and in no event later than two (2) days following the end of the month in which such Registration Default initially occurred, pay (and the Guarantors agree to guarantee such payments) liquidated damages (“Liquidated Damages”) in the form of Shares: (i) with respect to an Exchange Act Registration Default or a Shelf Registration Default, to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, Shares in an amount equal to $0.05 per week per $1,000 in principal amount 1.0% of Transfer Restricted the number of such Holder’s Shares held on the date of such Registration Default upon payment by the Founding Shareholders (other than Sunrise Securities held Corp.) to the Company of the par value of such Shares, subject to compliance with applicable securities laws; provided, that a Holder shall be paid Liquidated Damages only with respect to (A) any Shares that were acquired by such Holder for each week in the Offering or portion thereof in the after-market following the Offering and (B) any Shares that were acquired by such Holder pursuant to the Registration Default continues. The amount exercise of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities Purchase Option; (ii) with respect to a Demand Registration Default, to each subsequent 90-day period until all Holder of Registrable Securities which had requested its Registrable Securities to be included in such Demand Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act (or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), underwritten offering in the case of (i) above, (2) upon the effectiveness of an Exchange Offer a Shelf Registration Statement being used in lieu of a Demand Registration) in an amount equal to 1.0% of the number of such Holder’s Registrable Securities requested to be included therein upon payment by the Founding Shareholders (other than Sunrise Securities Corp.) to the Company of the par value of such Shares, subject to compliance with applicable securities laws. (b) The Company shall pay additional Liquidated Damages within two days of the end of each month until the Registration Default shall have been cured; provided that a pro rata portion of the Liquidated Damages shall be paid with respect to any month in which the Transfer Restricted Securities (and/orCompany shall have been in Registration Default for a portion of such month; and provided, if applicablefurther, the Shelf Registration Statement), in the case that Liquidated Damages shall be payable for a maximum period of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or four (4) upon months following the filing occurrence of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case Default. Notwithstanding any other provision of (iv) abovethis Agreement, the liquidated damages payable with respect contemplated in this Section 6 shall be the sole and exclusive remedy available to the Transfer Restricted Securities as Holders in the event of a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding Registration Default by the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullCompany.

Liquidated Damages. If In the event that (iA) any neither the Exchange Offer Registration Statement required by this Agreement nor a Shelf Registration Statement is not filed with the Commission SEC on or prior to the applicable Filing DeadlineMarch 31 after the Issue Date or (B) notwithstanding that the Corporation and the Trust have consummated or will consummate an Exchange Offer, (ii) any such the Corporation and the Trust are required to file a Shelf Registration Statement has and such Shelf Registration Statement is not been declared effective by the Commission filed on or prior to the date required by Section 2(b) hereof, then commencing on the day after the applicable Effectiveness Deadlinerequired filing date, additional interest shall accrue on the principal amount of the Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum; or (iiiA) any neither the Exchange Offer has not been Consummated Registration Statement nor a Shelf Registration Statement is declared effective by the SEC on or prior to the Consummation Deadline March 31, after the Issue Date (B) notwithstanding that the Corporation and the Trust have consummated or (iv) any will consummate an Exchange Offer, the Corporation and the Trust are required to file a Shelf Registration Statement required by this Agreement and such Shelf Registration Statement is filed and not declared effective but shall thereafter (and before by the second anniversary of SEC on or prior to the initial sale) cease 30th day after the date such Shelf Registration Statement was required to be effective or fail to be usable in connection with resales of filed, then, commencing on the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective31st day after the applicable required filing date, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then additional interest shall accrue on the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The Subordinated Debentures, and additional distributions shall accumulate on the liquidation amount of the liquidated damages shall increase by an additional $0.05 Capital Securities, each at a rate of 0.25% per week per $1,000 annum; or (iii) (A) the Trust has not exchanged Exchange Capital Securities for all Capital Securities or the Corporation has not exchanged Exchange Guarantees or Exchange Subordinated Debentures for all Guarantees or Subordinated Debentures validly tendered, in principal amount accordance with the terms of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act Exchange Offer on or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid prior to the Holders entitled thereto, in 30th day after the manner provided for date on which the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities was declared effective or (and/or, B) if applicable, the Shelf Registration StatementStatement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then additional interest shall accrue on the principal amount of Subordinated Debentures, and additional distributions shall accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum commencing on (x) the 31st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above; provided, however, that neither the additional interest rate on the Subordinated Debentures, nor the additional distribution rate on the liquidation amount of the Capital Securities, may exceed in the aggregate 0.25% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the or a Shelf Registration Statement) to again be declared effective or made usable Statement (in the case of clause (ivii) above), or (3) upon the liquidated damages payable with respect exchange of Exchange Capital Securities, Exchange Guarantees and Exchange Subordinated Debentures for all Capital Securities, Guarantees and Subordinated Debentures tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the Transfer Restricted case of clause (iii)(B) above), additional interest on the Subordinated Debentures, and additional distributions on the liquidation amount of the Capital Securities as a result of such clause (ior the relevant subclause thereof), as the case may be, shall cease to accrue or accumulate, as the case may be. Any amounts of additional interest and additional Distributions due pursuant to Section 2(e)(i), (ii), ) or (iii) above ("Liquidated Damages") will be payable in cash on the next succeeding February 1 or (iv)August 1, as applicablethe case may be, shall cease. Notwithstanding to holders on the fact that any securities relevant record dates for which liquidated damages are due cease the payment of interest and Distributions pursuant to be Transfer Restricted Securitiesthe Indenture and the Declaration, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullrespectively.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable Exchange Offer Effectiveness Deadline or the Shelf Registration Statement Effectiveness Deadline, as applicable, (iii) any the Exchange Offer has not been Consummated on or prior to within 30 Business Days of the Consummation Exchange Offer Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 a per week per $1,000 in annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 12-week period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount annum rate of Transfer Restricted Securities 0.25% with respect to each subsequent 9012-day week period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages for all Registration Defaults of $0.25 1.0% per week per $1,000 in annum on the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for on such Transfer Restricted Securities may not accrue under more than one Registration Default of the foregoing clauses (i) through (iv) at any given one time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, such liquidated damages shall cease to accrue on such Transfer Restricted Securities (1) upon the filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, applicable the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, applicable the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation consummation of an the Exchange Offer with respect to the Transfer Restricted Securities, in the case of clause (iii) above, or (4) upon the filing of a post-post effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, applicable the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of clause (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Without limiting the foregoing, liquidated damages with respect to a failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement shall cease to accrue upon the consummation of the Exchange Offer in the case of a Shelf Registration Statement required to be filed due to failure to consummate the Exchange Offer within the required period of time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any the initial Registration Statement required by this Agreement to be filed pursuant to Section 2.1.1 (the “Initial Registration Statement”) is not filed with the Commission on or prior to the applicable Filing DeadlineDeadline (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3.1 herein, the Company shall be deemed to have not satisfied this clause (i) unless the Holders are given a reasonable opportunity to review and comment prior to the Initial Registration Statement becoming effective), (ii) any such a Registration Statement has registering for resale all of the Registrable Securities is not been declared effective by the Commission on or prior to by the applicable Effectiveness Deadline, or (iii) any Exchange Offer has not been Consummated during the period commencing on or prior to the Consummation Deadline or (iv) any effective date of the Initial Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before ending on the second earlier of the date when there are no Registrable Securities or the fifth anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales date of the Transfer Restricted Initial Registration Statement, a Registration Statement is not continuously effective as to all Registrable Securities without being succeeded immediately by a post-effective amendment to included in such Registration Statement that cures Statement, or a Holder is otherwise not permitted (except as a result of Section 2.1.5 or Section 2.2.2 above) to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event breach being referred to in clauses (i) through (iv), as a “Registration Default”, and for purposes of clauses (i) and (ii), then the date on which such Registration Default occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as a “Registration Default Date”), then, in addition to any other rights such Holder may have hereunder or under applicable law, (x) on the first such Registration Default Date, the Company hereby agrees shall pay to pay (and the Guarantors agree to guarantee such payments) Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to each Holder 1.0% of Transfer Restricted Securities affected thereby for the Fair Market Value (calculated as of the first 90-day period immediately following Registration Default Date) of the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Registrable Securities held by such Holder for each week or portion thereof that the as of such Registration Default continues. The amount Date, and (y) on each monthly anniversary of the liquidated damages such Registration Default Date (if all applicable Registration Defaults shall increase not have been cured by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period such date) until all applicable Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstandingCompany shall pay to such Holder an amount in cash, up to a maximum amount of as partial liquidated damages and not as a penalty, equal to 1.0% of $0.25 per week per $1,000 in principal amount the Fair Market Value (calculated as of Transfer Restricted Securities; provided the first Registration Default Date) of the Registrable Securities held by such Holder on the first Registration Default Date. The parties agree that the Company shall in no event be required to pay maximum aggregate liquidated damages for more than one Registration Default at payable to any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement Holder under this Agreement with respect to all Registration Defaults shall be 10.0% of the Transfer Restricted Fair Market Value (calculated as of the first Registration Default Date) of the Registrable Securities held by such Holder on the first Registration Default Date). If the Company fails to pay any partial liquidated damages pursuant to this Section 2.5 in full within ten (and/or, if applicable10) days after the date payable, the Shelf Registration Statement), in the case Company will pay interest thereon at a rate of 18% per annum (ior such lesser maximum amount that is permitted to be paid by applicable law) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orHolder, if applicable, accruing daily from the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of date such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which partial liquidated damages are due cease to be Transfer Restricted Securitiesuntil such amounts, plus all obligations of the Company to pay such interest thereon, are paid in full. The partial liquidated damages with respect pursuant to securities the terms hereof shall survive until such time as such obligations with respect apply on a daily pro rata basis for any portion of a month prior to such securities shall have been satisfied in fullthe cure of a Registration Default.

Liquidated Damages. If (i) any a Registration Statement required by this Agreement covering all of the Registrable Securities (a) is not filed with the Commission SEC on or prior to the applicable Filing Deadline, Deadline or (iib) any such Registration Statement has not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadline, or (iiiii) a Registration Statement ceases to be effective as to, or ceases to be available to the Purchasers with respect to, all Registrable Securities to which it is required to relate at any Exchange Offer has not been Consummated on or time prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary expiration of the initial saleEffectiveness Period other than during the continuance and for the enumerated time periods of any Suspension in accordance with paragraphs (c) cease to be effective or fail to be usable in connection with resales and (d) of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to this Section 6.2 (any such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv)event, a “Registration Default”), then the Company hereby agrees to shall pay (and the Guarantors agree to guarantee such payments) each Purchaser liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount one percent (1.0%) of Transfer Restricted Securities held the aggregate purchase price paid by such Holder Purchaser for each week or portion thereof that the Registrable Securities available for sale under the Registration Statement at the time of the Registration Default continues. The amount of the liquidated damages per calendar month, including a pro rata portion thereof for any partial calendar month, that such Registration Default continues (“Liquidated Damages”); provided, however, that no Purchaser shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities be entitled to Liquidated Damages with respect to each subsequent 90-day any Registrable Securities previously sold or then eligible to be sold within a three (3) month period until all Registration Defaults have been cured, without compliance with the Transfer Restricted Securities become freely tradable without registration under requirements of the Securities Act or no Transfer Restricted under Rule 144 of the Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Act. The Company shall not in no any event be required to pay liquidated damages Liquidated Damages for more than one Registration Default at any given time, and upon cure of a Registration Default (by the filing or the declaration of effectiveness of the Registration Statement, as applicable) such Liquidated Damages shall cease to accrue. All accrued liquidated damages Liquidated Damages shall be paid in cash to the Holders Purchasers entitled thereto, in proportion to the manner provided for the payment aggregate number of interest, on Registrable Securities beneficially owned by each Interest Payment Date, as more fully set forth in the Indenture and the Notessuch Purchaser. Notwithstanding anything in the foregoing to the contrary set forth hereincontrary, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), all periods in the case of clauses (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of – (ii) above, (3) upon Consummation of an Exchange Offer with respect shall be tolled to the Transfer Restricted Securities, in the case extent of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fulldelays caused solely by any Purchaser Delay.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within 5 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, (subject to Section 4(b)) liquidated damages in an amount equal to $0.05 .50% per week per $1,000 in principal amount of annum over the stated rate for the Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .50% per week per $1,000 in principal amount of annum over the stated rate for the Transfer Restricted Securities with respect to at the beginning of each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 1.0% per week per $1,000 in principal amount of annum over the stated rate for the Transfer Restricted Securities; provided PROVIDED that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .30 per week per $1,000 in principal amount of Transfer Restricted Securities; provided PROVIDED that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (a) The Issuers and the Guarantors acknowledge and agree that the Holders will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if the Issuers and the Guarantors fail to fulfill their respective obligations hereunder. Accordingly, in the event of such failure, the Issuers and the Guarantors jointly and severally agree to pay liquidated damages to each Holder under the circumstances and to the extent set forth below: (i) any if the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission SEC on or prior to the applicable Filing Deadline, Date; (ii) any such if the Exchange Offer Registration Statement has is not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadline, Date; or (iii) any if the Issuers and the Guarantors have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer has within 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC; (iv) if obligated to file an Initial Shelf Registration and the Issuers and the Guarantors fail to file such Initial Shelf Registration with the SEC on or prior to Shelf Filing Date; (v) if an Initial Shelf Registration is filed and such Initial Shelf Registration is not been Consummated declared effective on or prior to the Consummation Deadline or Shelf Effectiveness Date; or (ivvi) any if a Shelf Registration Statement required by this Agreement is filed and declared effective by the SEC but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately within 30 days by a post-effective amendment to such Subsequent Shelf Registration Statement that cures such failure filed and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability ; (each such event of the foregoing an "Event," and the date on which the Event occurs being referred to in clauses (i) through (ivherein as an "Event Date"). Upon the occurrence of any Event, a “Registration Default”)the Issuers shall pay, then the Company hereby agrees or cause to pay be paid (and the Guarantors agree hereby guarantee the payment of), in addition to guarantee such payments) amounts otherwise due under the Indenture and the Registrable Securities, as liquidated damages damages, and not as a penalty, to each Holder of Transfer Restricted Securities affected thereby for each weekly period beginning on the first 90-day period immediately following the occurrence of such Registration Default, in Event Date an amount equal to $0.05 per week the Weekly Liquidated Damages Amount per $1,000 in principal amount of Transfer Restricted Registrable Securities held by such Holder for each week or portion thereof Holder; provided, that the Registration Default continues. The amount of the such liquidated damages shall increase by an additional $0.05 per week per $1,000 will, in principal amount each case, cease to accrue (subject to the occurrence of Transfer Restricted Securities with respect to each subsequent 90-day period until another Event) on the date on which all Registration Defaults Events have been cured, the Transfer Restricted Securities become freely tradable without registration . An Event under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon above shall be cured on the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement date that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the an Initial Shelf Registration Statement) is required to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect filed pursuant to the Transfer Restricted Securities as a result of such clause (i), (ii) or (iii) of Section 2(i), the date that such Initial Shelf Registration) is filed with the SEC; an Event under clause (ii) above shall be cured on the date that the Exchange Offer Registration Statement (or, if an Initial Shelf Registration is required to be filed pursuant to clause (i), (iiiii) or (iviii) of Section 2(i), as applicable, the date that such Initial Shelf Registration) is declared effective by the SEC; an Event under clause (iii) above shall cease. Notwithstanding be cured on the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations earlier of the Company to pay liquidated damages date (A) the Exchange Offer is consummated with respect to securities all Notes validly tendered or (B) the Issuers deliver a Shelf Notice to the Holders and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i); an Event under clause (iv) above shall survive until be cured on the date that such time Initial Shelf Registration is filed with the SEC; an Event under clause (v) above shall be cured on the date that such Initial Shelf Registration is declared effective by the SEC; and an Event under clause (vi) above shall be cured on the earlier of (1) the date on which the applicable Shelf Registration is no longer subject to an order suspending the effectiveness thereof or proceedings relating thereto or (2) a new Subsequent Shelf Registration is declared effective. (b) The Issuers shall notify the Trustee within five Business Days after each Event Date. The Issuers shall pay the liquidated damages due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Registrable Securities, immediately available funds in sums sufficient to pay the liquidated damages then due. The liquidated damages amount due shall be payable in the same manner as interest payments on the Notes on each interest payment date to the record Holder entitled to receive the interest payment to be made on such obligations with respect to such securities shall have been satisfied date as set forth in fullthe Indenture.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to to, in the applicable case of the Exchange Offer Registration Statement, the Filing Deadline or, in the case of the Shelf Registration Statement, the Shelf Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to to, in the applicable case of the Exchange Offer Registration Statement, the Effectiveness Deadline or, in the case of the Shelf Registration Statement, the Shelf Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages with respect to the Notes for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of an Exchange Offer Registration Statement with respect to the affected Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the affected Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon the Consummation of an Exchange Offer with respect to the affected Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the affected Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the affected Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities, as liquidated damages to such Holder by reason of the Registration Event, a cash sum calculated at a rate of twelve percent (12%) per annum of the total of the following, to the extent applicable to such Holder: (i) any Registration Statement required by this Agreement is not filed with if the Commission on or prior Holder purchased Registrable Securities pursuant to the applicable Filing DeadlineSubscription Agreement, the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement, or (ii) any if the Holder is a Placement Agent or a designee of a Placement Agent, the exercise price of Placement Agent Warrants, but in each case of (i) and (ii), only with respect to such Holder’s Registrable Securities that are affected by such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, Event and only for the period during which such time Registration Event continues to affect such Registrable Securities. Notwithstanding the foregoing, the maximum amount of non-effectiveness or non-usability liquidated damages that may be paid by the Company pursuant to this Section 3(b) shall be an amount equal to five percent (each such event referred to 5%) of the applicable foregoing amounts described in clauses (i) through and (iv), a “ii) in the preceding sentence with respect to such Holder’s Registrable Securities that are affected by all Registration Default”), then Events in the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) aggregate. Each payment of liquidated damages pursuant to this Section 3(b) shall be due and payable in arrears within five (5) days after the end of each Holder of Transfer Restricted Securities affected thereby for the first 90full 30-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesPeriod until the termination of the Registration Default Period and within five (5) days after such termination. The amount Registration Default Period shall terminate upon the earlier of such time as the Registrable Securities that are affected by the Registration Event cease to be Registrable Securities or (i) the filing of the liquidated damages shall increase by an additional $0.05 per week per $1,000 Registration Statement in principal amount the case of Transfer Restricted Securities with respect clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the definition of Registration Event, (iii) the ability of the Holders to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid effect sales pursuant to the Holders entitled thereto, Registration Statement in the manner provided for case of clause (c) of the payment definition of interestRegistration Event, and (iv) the listing or inclusion and/or trading of the Common Stock on each Interest Payment Datean Approved Market, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement)case may be, in the case of clause (id) aboveof the definition of Registration Event. The amounts payable as liquidated damages pursuant to this Section 3(b) shall be payable in lawful money of the United States. Notwithstanding the foregoing, (2the Company will not be liable for the payment of liquidated damages described in this Section 3(b) upon for any delay in registration of Registrable Securities that would otherwise be includable in the effectiveness of an Exchange Offer Registration Statement with respect pursuant to the Transfer Restricted Securities (and/orRule 415, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities solely as a result of a comment received from the Staff requiring a limit on the number of Registrable Securities included in such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities Registration Statement in order for which liquidated damages are due cease such Registration Statement to be Transfer Restricted Securitiesable to avail itself of Rule 415, all obligations of the Company to pay liquidated damages or, with respect to securities shall survive until any Holder, if such time as Holder fails to provide to the Company information concerning the Holder and manner of distribution of the Holder’s Registrable Securities that is required by SEC Rules to be disclosed in a registration statement utilized in connection with the registration of the Registrable Securities. In the event of any such obligations circumstance, the Company will use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Registrable Securities that have been cut back from being registered pursuant to Rule 415 only with respect to such securities shall have been satisfied in fullthat portion of the Holders’ Registrable Securities that are then Registrable Securities.