Common use of Liquidated Clause in Contracts

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in full.

Liquidated. DAMAGES"), with respect ) 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. The amount of the first Registration Default Liquidated Damages shall increase by an additional $.05 per week per $1,000 in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $.50 per week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers Company 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-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 (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 Dollar Exchange Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Exchange Indenture and the NotesDebentures. All Liquidated Damages, if any, incurred prior to May 15, 2003, may be paid, at the Company's option, by the issuance of additional Debentures having an aggregate principal amount equal to the amount of such Liquidated Damages. Notwithstanding the fact that any securities for which Liquidated Damages are due cease to be Transfer Restricted Securities, all obligations of the Issuers set forth in the preceding paragraph that are outstanding Company to pay Liquidated Damages with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Liquidated. DAMAGES(a) If (a) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (b) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (c) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date with respect to the first 90Exchange Offer Registration Statement or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five business days by a post-day period immediately following effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (a) through (d), a "Registration Default"), additional cash interest ("Liquidated Damages") shall accrue to each Holder of the Notes commencing upon the occurrence of the first such Registration Default in an amount equal to a $.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities Notes held by such HolderHolder during the 90 day period following the occurrence of such Registration Default. The amount of Liquidated Damages described in the preceding sentence shall will increase by an additional $.05 per annum rate week per $1,000 principal amount of 0.25% Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $.50 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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. All accrued Liquidated Damages shall be paid to Holders by the Holders entitled thereto, Company in the same manner provided for as interest is made pursuant to the payment Indenture. Following the cure of interest in all Registration Defaults relating to any particular Transfer Restricted Securities, the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notesaccrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the Issuers Company set forth in the preceding paragraph that have accrued and 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 security Transfer Restricted Security shall have been satisfied in full. (b) 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"). Liquidated Damages shall be paid by depositing Liquidated Damages with the Trustee, for the benefit of the Holders of the Notes, on or before the applicable Interest Payment Date (as defined in the Indenture) for the Notes (whether or not any payment other than Liquidated Damages is payable on such Notes) 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 (a) The Issuer, the Guarantors and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuer or the Guarantors fail to fulfill their obligations pursuant to Section 2 or Section 3 hereof and that it would not be possible to ascertain the extent of such damages. Accordingly, in the event of such failure by the Issuer or the Guarantors to fulfill such obligations, the Issuer 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) if either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been filed with the SEC on or prior to the date specified for such filing; or (ii) if either the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); or (iii) if an Exchange Offer Registration Statement becomes effective, and the Issuer and the Guarantors fail to consummate the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or (iv) the Shelf Registration Statement is declared effective by the SEC and such Shelf Registration Statement ceases to be effective or usable in connection with resales of Notes during the Effectiveness Period; (any of the foregoing, a "Registration Default"), then the Issuer shall pay Liquidated Damages to each Holder, with respect to the first 90-day period immediately following the occurrence of the first such Registration Default Default, in an amount equal to a $.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. The Upon a Registration Default, Liquidated Damages will accrue at the rate specified above until such Registration Default is cured and the amount of Liquidated Damages described in the preceding sentence shall will increase by an additional $.05 per annum rate week per $1,000 principal amount of 0.25% Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $.25 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for Securities (regardless of whether one or more than one Registration Default at is outstanding). Following the cure of any given timeRegistration Default relating to any Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Registration Default will cease. Notwithstanding anything A Registration Default under clause (i) above shall be cured on the date that either the Exchange Offer Registration Statement or the Shelf Registration Statement is filed with the SEC; a Registration Default under clause (ii) above shall be cured on the date that either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the SEC; a Registration Default under clause (iii) above shall be cured on the earlier of the date (A) the Exchange Offer is consummated or (B) the Issuer and the Guarantors deliver a Shelf Notice to the contrary Holders of Transfer Restricted Securities; and a Registration Default under clause (iv) above shall be cured on the earlier of (A) the date the Shelf Registration Statement is declared effective or (B) the Effectiveness Period expires. (b) The Issuer shall notify the Trustee within one business day 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 by wire transfer of 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 Notes) 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. Each obligation to pay Liquidated Damages with respect to 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 hereinabove, regardless of whether one or multiple Registration Defaults exist. (1c) upon filing The parties hereto agree that the Liquidated Damages provided for in this Section 4 constitute a reasonable estimate of the damages that will be suffered by Holders by reason of the failure to file the Exchange Offer Registration Statement or the Shelf Registration Statement, the failure of the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement)Statement to be declared effective, in the case of (i) above, (2) upon the effectiveness of failure to consummate the Exchange Offer Registration Statement (and/or, if applicable, or the failure of the Shelf Registration Statement)Statement to remain effective, as the case may be, in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (iv) above, the Liquidated Damages payable accordance 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 Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in fullthis Agreement.

Liquidated. DAMAGES"), with respect ) to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount each Holder of Transfer Restricted Securities held by who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages described payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 46.2963 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 46.2963 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall increase by an additional per annum rate be carried out to five decimals. Following the cure of 0.25% all Registration Defaults, Liquidated Damages will cease to accrue with respect to each subsequent 90-day period until all such Registration Defaults have been cured, up to a maximum amount of Default. Liquidated Damages for all Registration Defaults shall cease to accrue in respect of 1.00% PER ANNUM on the principal amount of Notes constituting any Transfer Restricted Securities; PROVIDED that the Issuers Security when it shall in no event cease to be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 ceasesuch. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, on each Damages Payment Date in the manner provided for the payment of interest in the Dollar Indenture, and Liquidated Damages will be calculated on each Interest Payment Datethe basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, as more fully set forth then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in the Dollar Indenture and the Notes. All obligations this Section 2(e) constitute a reasonable estimate of the Issuers set forth in the preceding paragraph damages that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to may be incurred by Holders by reason of a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullRegistration Default.

Liquidated. DAMAGES"), with respect ) under the circumstances and to the first 90-day period immediately following extent as set forth below. In the occurrence of event that (a) the first Registration Default in an amount equal Statement has not been filed with the SEC on or prior to a per annum rate of 0.25% the Filing Date, (b) the Registration Statement is not declared effective by the SEC on or prior to the principal amount of Transfer Restricted Securities held Effectiveness Target Date, (c) the Registration Statement has been declared effective by the SEC and such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default effective or usable at any given time. Notwithstanding anything to time during the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of Effectiveness Period for any reason without being succeeded within five business days by a post-effective amendment to such Registration Statement or a report filed with the SEC pursuant to the 1934 Act that cures such failure or (d) the Company suspends the use of any Prospectus related to the Registration Statement for a period exceeding forty-five (45) days in any consecutive three-month period or exceeding an additional aggregate of ninety (90) days in any consecutive twelve-month period (each such event referred to in clauses (a) through (d) above, a "REGISTRATION DEFAULT"), then the interest rate borne by the Notes shall be increased as Liquidated Damages (x) by one-quarter of one percent (0.25%) per annum upon the occurrence of such Registration Default up to and including the ninetieth (90th) day following such Registration Default and (y) by one half of one percent (0.50%) from and after the ninety-first (91st) day following the occurrence of such Registration Default, provided that the aggregate increase in such interest rate will in no event exceed one half of one percent (0.50%) per annum. Upon the cure of such Registration Default, the accrual of Liquidated Damages will cease and the interest rate will revert to the original rate so long as no other Registration Default shall have occurred and shall be continuing at such time; provided, however, that, if after any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions. A Registration Default under clause (a) above shall be cured on the date that the Registration Statement is filed with the SEC; a Registration Default under clause (b) above shall be cured on the date that causes the Exchange Offer Registration Statement is declared effective by the SEC; a Registration Default under clause (and/or, if applicable, c) above shall be cured on the Shelf date the Registration Statement) to again be Statement is declared effective or made usable in useable; and a Registration Default under clause (d) above shall be cured on the case date the Prospectus is declared useable by the Company. In the event of (iv) abovea Registration Default, the Company shall pay Liquidated Damages payable with respect to (x) the holders of Notes and (y) the holders of Common Stock issued upon conversion of Notes in proportion to the Transfer Restricted Securities as a result principal amount of such clause Notes converted. The Company shall notify the Trustee within three business days after each and every date on which a Registration Default occurs (ian "EVENT DATE"), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid by the Company to the Holders entitled theretoof Notes by depositing with the Trustee, in the manner provided trust, for the payment benefit of interest in the Dollar IndentureHolders of Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. Such Liquidated Damages due shall be payable on each Interest Payment Date, interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as more fully set forth in the Dollar Indenture and Indenture. Liquidated Damages in respect of Common Stock issued upon conversion of Notes shall be payable by the Company to the record holders of Common Stock issued upon conversion of such Notes concurrently with the payment of Liquidated Damages to the holders of Notes. All obligations of Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the Issuers set forth in day following 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 security shall have been satisfied in fullapplicable Event Date.

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers Company 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in full.

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 Dollar Euro Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Euro Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in full.

Liquidated. DAMAGESDamages ------------------ (a) The Company and the 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, in the event of such failure by the Company to fulfill such obligations, 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) if the Shelf Registration has not been filed with the SEC on or prior to the Filing Date; or (ii) if the Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Target Date; or (iii) the Shelf Registration has been declared effective by the SEC and such Shelf Registration ceases to be effective or usable at any time during the Effectiveness Period (without being succeeded on the same day immediately by a post-effective amendment to such Registra tion Statement that cures such failure and that is itself immediately declared effective) for a period of time which shall exceed 90 days in the aggregate per year. (any of the foregoing, with respect a "Registration Default") then the Company shall pay Liqui dated Damages to each Holder of Transfer Restricted Securities during the first 90-day period immediately following the occurrence of the first such Registration Default in an amount equal to a $.05 per annum rate of 0.25% on the week per $1,000 principal amount of Notes and, if applica ble, $.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 HolderHolder for each week or portion thereof that the Registration Default continues. The amount of such Liquidated Damages described in the preceding sentence shall will increase by an additional $.05 per annum rate week per $1,000 principal amount of 0.25% with respect Notes and $.01 per week per share (subject to adjustment as set forth above) of Common Stock constituting Transfer Restricted Securities for each subsequent 90-day period until all Registration Defaults have been cured; provided, up to a maximum amount of however, that Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the shall not at any -------- ------- time exceed $.25 per week per $1,000 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 that . Following the Issuers shall in no event be required cure of all Registration Defaults relating to pay any Transfer Restricted Securities, the accrual of Liquidated Damages for more than one Registration with respect to such Transfer Restricted Securities will cease. A Registra tion Default at any given time. Notwithstanding anything to under clause (i) above shall be cured on the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, date that the Shelf Registration Statement), in is filed with the case of SEC; a Registration Default under clause (iii) above, (2) upon above shall be cured on the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, date that the Shelf Registration Statement), in is declared effective by the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of 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 the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, date the Shelf Registration Statement) to again be is declared effective or made usable in usable. (b) The Company shall notify the case of (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as Trustee within one Business Day after each and every date on which a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseRegistration Default occurs. All accrued Liquidated Damages shall be paid by the Company to the Holders entitled thereto, in by wire transfer of immediately available funds to the manner provided for accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on or before the payment of interest in the Dollar Indenture, on each Interest Damage Payment Date, as more fully . 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 pay Liquidated Damages in excess of the applicable maximum weekly amount set forth in the Dollar Indenture and the Notes. All obligations above, regardless of the Issuers 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 security shall have been satisfied in fullwhether one or multiple Registration Defaults exist.

Liquidated. DAMAGES"), with (a) With respect to Components ordered after the first 90-day Full Commercial Operation Date and [...***...], Seller agrees to pay to Buyer as liquidated damages an amount as set forth below for the period immediately following the occurrence of time that delivery of the first Registration Default in an amount equal to a per annum rate Component is late: Number of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount Days Late: Amount of Liquidated Damages described Damages: [...***...] or less: [... ***...] [...***...] [... ***...] [...***...] or more days late: [... ***...] ; provided, however, that such liquidated damages will not exceed the sum [...***...]. (b) In addition to the liquidated damages set-forth above, Seller agrees to pay to Buyer the costs actually incurred by Buyer in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been curedtransportation over and above normal transportation costs, up to a maximum amount of Liquidated Damages [...***...], during the period of time starting [...***...] after the Seller’s confirmed delivery date (it being understood that such [...***...] shall be treated as a grace period) through the earlier of the actual delivery date of a Component or the termination or expiration of this Agreement. (c) In the event that Seller and Buyer mutually agree in writing that Components installed on wind turbines that are operational may fail due to potential material or workmanship problems and provided that any such Component is then covered by the Seller’s warranty, then Seller agrees to inspect such Components for all Registration Defaults such potential problems on a schedule determined by Seller (such scheduled shutdown herein referred to as a “Planned Shutdown Event”). In the event of 1.00% PER ANNUM on a Planned Shutdown Event, as liquidated damages for such wind turbine downtime, Seller shall pay to Buyer [...***...] while the principal amount wind turbine is shut down up to a maximum [...***...]. In addition to such liquidated damages and in the event of Notes constituting Transfer Restricted Securities; PROVIDED a Planned Shutdown Event, Seller will be responsible for [...***...] with cranes that are required for the Issuers shall in no event be inspection of Components or that are required to pay Liquidated Damages for more than one Registration Default repair or replace any Component due to defects in materials or workmanship then under the Seller’s warranty. In the event that a wind turbine stops working or must be shutdown due to a wind turbine blade failure that is solely and directly Seller’s fault (herein referred to as a “Catastrophic Shutdown Event”) and if the Component(s) at issue are then under the Seller’s warranty, in addition to any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing other warranty obligation of the Exchange Offer Registration Statement (and/orSeller, if applicable, Seller shall pay to Buyer [...***...] while the Shelf Registration Statement), wind turbine is shut down up to a maximum of [...***...] as liquidated damages for such wind turbine downtime. In addition to such liquidated damages and in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing event of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/orCatastrophic Shutdown Event, if applicable, the Shelf Registration Statement) to again Seller will be declared effective or made usable in the case of (iv) above, the Liquidated Damages payable responsible for [...***...] 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 Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph cranes that are outstanding with respect required to repair or replace any Transfer Restricted Security at Component due to defects in materials or workmanship then under the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullSeller’s warranty.

Liquidated. DAMAGESDamages ------------------ (a) The Company and the Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations pursuant to Sections 2 and 4(b) hereof and that it would not be possible to ascertain the extent of such damages. Accordingly, in the event of such failure by the Company to fulfill such obligations, 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. If (i) the Shelf Registration has not been filed with the SEC on or prior to the Filing Date; or (ii) the Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Target Date; or (iii) the Shelf Registration has been declared effective by the SEC and such Shelf Registration ceases to be effective or the Prospectus contained herein ceases to be usable (including as a result of a prohibition against sales of Transfer Restricted Securities pursuant to Section 2(c) hereof or a suspension of the use of the Prospectus as described in the last paragraph of Section 4 hereof) at any time during the Effectiveness Period for a period of time which shall exceed 90 days in the aggregate during any 365-day period (any of the foregoing, a "Registration Default"), then the Company shall pay Liquidated Damages in cash to each Holder of Transfer Restricted Securities following the occurrence of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes and, if applicable, $0.001775 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 such Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of Notes and, if applicable, $0.001775 per week per share (subject to adjustment as set forth above) of Common Stock constituting Transfer Restricted Securities for each subsequent 90-day period until all Registration Defaults have been cured; provided, however, that Liquidated Damages shall not at any time exceed $.25 per -------- ------- week per $1,000 principal amount of Notes or $0.001775 per week per share (subject to adjustment as set forth above) of Common Stock constituting Transfer Restricted Securities. 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. A Registration Default under clause (i) above shall be cured on the date that the Shelf Registration is filed with the SEC; a Registration Default under clause (ii) above shall be cured on the date that the Shelf Registration is declared effective by the SEC; and a Registration Default under clause (iii) above shall be cured on the date the Shelf Registration is declared effective or the Prospectus contained therein again becomes usable. (b) The Company shall notify the Trustee as promptly as possibly, but in no event more than three Business Days after each and every date on which a Registration Default occurs. Liquidated Damages shall be paid on each Payment Date by the Company to the Holders of Transfer Restricted Securities as of the immediately preceding Record Date (as defined in the Indenture) in the same manner interest is paid to Holders of Notes pursuant to the Indenture. 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 pay Liquidated Damages in excess 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 in an amount equal to a per annum rate regardless of 0.25% on the principal amount of Transfer Restricted Securities held by whether additional Registration Defaults occur during such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statementperiod), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in full.

Liquidated. DAMAGES"), with respect ) to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount each Holder of Transfer Restricted Securities held by who has complied with such Holder's obligations under this Agreement; provided that with respect to a Registration Default pursuant to clause (iv) above, Liquidated Damages shall only be payable to the Holders who delivered the Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(b)(2). The amount of Liquidated Damages described payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to (A) for the first 90 days during which a Registration Default has occurred and is continuing (1) in respect of any Securities that are Transfer Restricted Securities, one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and (2) in respect of any shares of Common Stock issued upon conversion of Securities that are Transfer Restricted Securities, one-quarter of one percent (25 basis points) per annum of the then-effective Conversion Price (as defined in the Indenture) per share of Common Stock and (B) for any additional days during which a Registration Default has occurred and is continuing (1) in respect of any Securities that are Transfer Restricted Securities, one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and (2) in respect of any shares of Common Stock issued upon conversion of Securities that are Transfer Restricted Securities, one-half of one percent (50 basis points) per annum of the then-effective Conversion Price (as defined in the Indenture) per share of Common Stock, it being understood that all calculations pursuant to this and the preceding sentence shall increase by an additional per annum rate be carried out to five decimals. Following the cure of 0.25% all Registration Defaults, Liquidated Damages will cease to accrue with respect to each subsequent 90-day period until all such Registration Defaults have been curedDefault, up it being acknowledged and agreed that a Registration Default shall be deemed cured upon (A) the filing of a Shelf Registration Statement (in the case of Section 2(e)(i) hereof), (B) the effectiveness of a Shelf Registration Statement (in the case of Section 2(e)(ii) hereof), (C) the effectiveness or usability under the Act of a Shelf Registration Statement that ceased to a maximum amount be effective or usable (Section 2(e)(iii) hereof), (D) the Company fulfilling it obligations under Section 2(b)(2) (in the case of Section 2(e)(iv) hereof) and (E) the termination of the Suspension Period that caused the limit on the aggregate duration of the Suspension Periods to be exceeded (in the case of Section 2(e)(v) hereof). In no event shall Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM accrue based on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), time and in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (iv) above, no event shall the Liquidated Damages payable with respect to rate exceed in the Transfer Restricted Securities as a result aggregate one-half of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseone percent per annum. All accrued Liquidated Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company to Record Holders on each Damages Payment Date and Liquidated Damages will be calculated on the Holders entitled thereto, in basis of a 360-day year consisting of twelve 30-day months. The parties hereto agree that the manner Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the payment damages that may be incurred by Holders by reason of interest in the Dollar Indenture, on each Interest Payment Date, as more fully a Registration Default. The Liquidated Damages set forth in this Section 2(e) shall be the Dollar Indenture and the Notes. All obligations exclusive damages remedy of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Initial Purchasers and each Holder of Transfer Restricted Security at the time such security ceases to be Securities for any Registration Default; provided, however, that nothing herein shall prevent a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullsuit by any Holder for specific performance.

Liquidated. DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers Company 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 Dollar Euro Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Euro Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in full.

Liquidated. DAMAGESDAMAGES If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date 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 date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 25 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) subject to the provisions of Section 6(d) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable 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 (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company and the Guarantors hereby jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected by such Registration Default with respect to the first 90-day period immediately following the occurrence of the first such Registration Default Default, in an amount equal to a $.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities affected by such Registration Default held by such HolderHolder for each week or portion thereof that the Registration Default continues. The amount of Liquidated Damages described in the preceding sentence liquidated damages shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.25% Transfer Restricted Securities affected by such Registration Default with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults liquidated damages of 1.00% PER ANNUM on the $.50 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers 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, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 will be paid by the Company in cash on each Damages Payment Date to the Holders entitled thereto, in Global Note Holder (and any Holder of Certified Securities who has given wire transfer instructions to the manner provided for Company prior to the payment of interest in the Dollar Indenture, on each Interest Damages Payment Date) by wire transfer of immediately available funds and to all other Holders of Certified Securities by mailing checks to their registered addresses. Following the cure of all Registration Defaults relating to any particular Transfer 6 7 Restricted Securities, as more fully set forth in the Dollar Indenture and the Notesaccrual of liquidated damages with respect to such Transfer Restricted Securities will cease. All obligations of the Issuers 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 security shall have been satisfied in full.

Liquidated. DAMAGESDAMAGES If (i) the Registration Statement required by this Agreement is not filed with the Commission on or prior to the Effectiveness Deadline, (ii) such Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline (except where such delay is caused by a Holder of Transfer Restricted Securities) or (iii) the Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded timely by a post-effective amendment to such Registration Statement that cures such failure and that is timely declared effective (each such event referred to in clauses (i) through (iii), a "Registration Default"), with respect then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to 50 basis points per annum on the Liquidation Preference of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of the first such Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such HolderDefault. The amount of Liquidated Damages described in the preceding sentence liquidated damages shall increase by an additional 50 basis points per annum rate on the Liquidation Preference of 0.25% Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults liquidated damages of 1.00% PER ANNUM 200 basis points per annum on the principal amount Liquidation Preference of Notes constituting Transfer Restricted Securities; PROVIDED that provided, however, the Issuers Company shall in no event be required to pay Liquidated Damages liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, above or (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iviii) above, the Liquidated Damages liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iviii), as applicable, shall cease. All accrued Liquidated Damages but unpaid liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest dividends in the Dollar IndentureCertificate of Designations, on each Interest the next regular Dividend Payment Date, Date (as more fully set forth defined in Section 2(a) of the Dollar Indenture and the NotesCertificate of Designations). All obligations of the Issuers Company set forth in the preceding paragraph that are outstanding with respect to any then outstanding 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 security shall thereto have been satisfied in full.

Liquidated. DAMAGES"), with respect ) under the circumstances and to the first 90-day period immediately following extent as set forth below. In the occurrence of event that (a) the first Registration Default in an amount equal Statement has not been filed with the SEC on or prior to a per annum rate of 0.25% the Filing Date, (b) the Registration Statement is not declared effective by the SEC on or prior to the principal amount of Transfer Restricted Securities held Effectiveness Target Date, (c) the Registration Statement has been declared effective by the SEC and such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default effective or usable at any given time. Notwithstanding anything to time during the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of Effectiveness Period for any reason without being succeeded within five business days by a post-effective amendment to such Registration Statement or a report filed with the SEC pursuant to the 1934 Act that cures such failure or (d) the Company suspends the use of any Prospectus related to the Registration Statement for a period exceeding forty-five (45) days in any consecutive three-month period or exceeding an additional aggregate of ninety (90) days in any consecutive twelve-month period (each such event referred to in clauses (a) through (d) above, a "REGISTRATION DEFAULT"), then the interest rate borne by the Notes shall be increased as Liquidated Damages (x) by one-quarter of one percent (0.25%) per annum upon the occurrence of such Registration Statement Default up to and including the ninetieth (90th) day following such Registration Default and (y) by one half of one percent (0.50%) from and after the ninety-first (91st) day following the occurrence of such Registration Default, provided that causes the Exchange Offer aggregate increase in such interest rate will in no event exceed one half of one percent (0.50%) per annum. Upon the cure of such Registration Statement (and/orDefault, the accrual of Liquidated Damages will cease and the interest rate will revert to the original rate so long as no other Registration Default shall have occurred and shall be continuing at such time; provided, however, that, if applicableafter any such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased pursuant to the foregoing provisions. A Registration Default under clause (a) above shall be cured on the date that the Shelf Registration Statementis filed with the SEC; a Registration Default under clause (b) to again above shall be cured on the date that the Shelf Registration is declared effective by the SEC; a Registration Default under clause (c) above shall be cured on the date the Shelf Registration is declared effective or made usable in useable; and a Registration Default under clause (d) above shall be cured on the case date the Prospectus is declared useable by the Company. In the event of (iv) abovea Registration Default, the Company shall pay Liquidated Damages payable with respect to (x) the holders of Notes and (y) the holders of Common Stock issued upon conversion of Notes in proportion to the Transfer Restricted Securities as a result principal amount of such clause Notes converted. The Company shall notify the Trustee within three business days after each and every date on which a Registration Default occurs (ian "EVENT DATE"), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid by the Company to the Holders entitled theretoof Notes by depositing with the Trustee, in the manner provided trust, for the payment benefit of interest in the Dollar IndentureHolders of Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. Such Liquidated Damages due shall be payable on each Interest Payment Date, interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as more fully set forth in the Dollar Indenture and Indenture. Liquidated Damages in respect of Common Stock issued upon conversion of Notes shall be payable by the Company to the holders of Common Stock issued upon conversion of such Notes concurrently with the payment of Liquidated Damages to the holders of Notes. All obligations of Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the Issuers set forth in day following 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 security shall have been satisfied in fullapplicable Event Date.

Liquidated. DAMAGES")) will accrue on the affected Transfer Restricted Securities and the affected Exchange Securities, with respect to as applicable. The rate of Liquidated Damages will be $0.05 per week per $1,000 principal amount of Transfer Restricted Securities and affected Exchange Securities held by such Holder for the first 90-day period immediately following the occurrence of the first a Registration Default in Default, increasing to by an amount equal to a additional $0.05 per annum rate of 0.25% on the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% and affected Exchange Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, thereafter up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the $0.50 per week per $1,000 principal amount of Notes constituting Transfer Restricted Securities and affected Exchange Securities; PROVIDED that , from and including the Issuers date on which any such Registration Default shall in no event be required to pay occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Transfer Restricted Securities and Exchange Securities otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the 1933 Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages for payable shall not increase because more than one Registration Default at any given time. Notwithstanding anything has occurred and is pending and (2) a Holder of Transfer Restricted Securities or Exchange Securities who is not entitled to the contrary set forth herein, (1) upon filing benefits of the Exchange Offer Shelf Registration Statement (and/ori.e., if applicable, such Holder has not elected to including information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 (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 Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers 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 security shall have been satisfied in full.