Common use of Payment of Liquidated Damages Clause in Contracts

Payment of Liquidated Damages. (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a Registration Statement is not timely filed pursuant to Section 2, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails to comply with any of the terms of this Agreement. Each of the events described above shall be deemed to continue until (a) the date a Registration Statement is filed in the case of an event of the type described in clause (i), (b) the date a Registration Statement is declared effective under the Securities Act or any foreign securities laws in the case of an event of the type described in clause (ii) and (c) termination of the breach in the case of an event of the type described in clause (iii). (b) Accordingly, commencing on (and including) any event date described above and ending on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount") payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performance. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchasers in accordance with Section 2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchasers, at a rate of 0.25% per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchasers or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchasers, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchasers (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 0.25% per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchasers on the day such failure to file next succeeding May 1 or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to payNovember 1, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding April 1st and October 1st, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchasers in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchasers, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchasers or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchasers, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchasers (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchasers on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding March 1st and September 1st, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf ----------------------------- Registration Statement is not timely filed with the SEC on or prior to the 45/th/ day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, --------- however, that the maximum aggregate amount of liquidated damages payable by the ------- Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file next succeeding March 15, June 15, September 15 or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to payDecember 15, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf ----------------------------- Registration Statement is not timely filed with the SEC on or prior to the 45/th/ day after a request for such filing is properly made by the Initial Purchasers in accordance with Section 2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchasers, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchasers or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchasers, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchasers (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, --------- however, that the maximum aggregate amount of liquidated damages payable by the ------- Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchasers on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period")next succeeding June 1st, the Company agrees to payand December 1st, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 0.25% per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above). (b) Accordingly, commencing on (and including) any event date described above and ending on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount") payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performance. (c) An "Excused Performance" Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be deemed paid in cash directly to result from (a) the failure Initial Purchaser on the next succeeding June 1 or December 1, as the case may be, following the period in respect of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely which such Liquidated Damages have become due and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offeringpayable hereunder.

Payment of Liquidated Damages. (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if If: (i) a the Shelf ----------------------------- Registration Statement is not timely filed with the SEC on or prior to the 30th day after such obligation arises pursuant to Section 2(b) of the Registration Rights Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 60th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2, 3 the terms of the Registration Rights Agreement and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 180th day after the Issue Date; or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases at any time to comply be effective and available to an Initial Purchaser for use in connection with any the resale of Registrable Securities held by that Initial Purchaser (whether or not that cessation is a result of an event contemplated by Section 3(e) of the terms Registration Rights Agreement), and such cessation continues for more than either (A) 30 consecutive days, or (B) an aggregate of this Agreement. Each of the events described above shall be deemed to continue until 90 days (a) the date a Registration Statement is filed whether or not consecutive), in the case of an event (A) or (B), during the 210-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the type described in clause (i), (bRegistration Rights Agreement) immediately following the date a on which the Shelf Registration Statement is first declared effective under (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to each Initial Purchaser, at a rate of 0.25% per annum in respect of the Accreted Value of the Senior Discount Notes which constitute Registerable Securities Act or any foreign securities laws (as defined herein) held by that Initial Purchaser, in respect of the period: (x) in the case of an event clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser and terminating upon the filing of the type described Shelf Registration Statement; (y) in the case of clause (ii) and (c) termination above, commencing on the later of the breach 60th day after the date the Shelf Registration Statement was required to be filed and the 80th day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement; or (z) in the case of an event of the type described in clause (iii)) above, commencing on either (A) the 31st consecutive day, or (B) the 91st day, after the day the Shelf Registration Statement ceases to be effective or available for use and terminating on the day that the Shelf Registration Statement again becomes effective and available for use. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to each Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding February 15 and August 15, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if If: (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is made by an Initial Purchaser pursuant to Section 2(b)(iv) of the Registration Rights Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 45th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2, 3 the terms of the Registration Rights Agreement and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 180th date after the Issue Date; or (iii) the Company fails Shelf Regis tration Statement has been declared effective and such Shelf Registration Statement ceases at any time to comply be effective and available to an Initial Purchaser for use in connection with any the resale of Registrable Securities held by that Initial Purchaser (whether or not that cessation is a result of an event contemplated by Section 3(e) of the terms Registration Rights Agreement), and such cessation continues for more than either (A), 30 consecutive days, or (B), an aggregate of this Agreement. Each of the events described above shall be deemed to continue until 90 days (a) the date a Registration Statement is filed whether or not consecutive), in the case of an event (A) or (B), during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the type described in clause Registration Rights Agree ment) immediately following the date on which the Shelf Registration State ment is first declared effective (iother than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to each Initial Purchaser, at a rate of .25% per annum in respect of the aggre gate liquidation amount of Capital Securities held by that Initial Purchaser or, if the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by that Initial Purchaser, as the case may be, in respect of the period: (bx) the date a Registration Statement is declared effective under the Securities Act or any foreign securities laws in the case of an event clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser and terminating upon the filing of the type described Shelf Regis tration Statement; (y) in the case of clause (ii) and (c) termination above, commencing on the later of the breach 46th day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement; or (z) in the case of an event of the type described in clause (iii) above, commencing on, either (A), the 31st consecutive day, or (B), the 91st day, after the day the Shelf Registration Statement ceases to be effective or available for use and terminating on the day that the Shelf Registration Statement again becomes effective and available for use. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to each Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding June 1 and December 1, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is made by the Initial Purchaser (provided that in no event shall such date be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 0.25% per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above). (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding April 1 and October 1, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if If: (i) a the Shelf ----------------------------- Registration Statement is not timely filed with the SEC on or prior to the 45th day after such obligation arises pursuant to Section 2(b) of the Registration Rights Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 45th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2, 3 the terms of the Registration Rights Agreement and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 180th date after the Issue Date; or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases at any time to comply be effective and available to an Initial Purchaser for use in connection with any the resale of Registrable Securities held by that Initial Purchaser (whether or not that cessation is a result of an event contemplated by Section 3(e) of the terms Registration Rights Agreement), and such cessation continues for more than either (A) 30 consecutive days, or (B) an aggregate of this Agreement. Each of the events described above shall be deemed to continue until 90 days (a) the date a Registration Statement is filed whether or not consecutive), in the case of an event (A) or (B), during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the type described in clause (i), (bRegistration Rights Agreement) immediately following the date a on which the Shelf Registration Statement is first declared effective under (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Issuers shall pay liquidated damages to each Initial Purchaser, at a rate of 0.25% per annum in respect of the Accreted Value of the Senior Discount Notes which constitute Registerable Securities Act or any foreign securities laws (as defined herein) held by that Initial Purchaser, in respect of the period: (x) in the case of an event clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser and terminating upon the filing of the type described Shelf Registration Statement; (y) in the case of clause (ii) and (c) termination above, commencing on the later of the breach 46th day after the date the Shelf Registra tion Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement; or (z) in the case of an event of the type described in clause (iii)) above, commencing on, either (A) the 31st consecutive day, or (B) the 91st day, after the day the Shelf Registration Statement ceases to be effective or available for use and terminating on the day that the Shelf Registration Statement again becomes effective and available for use. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Issuers pursuant to this Section 2 shall be paid in cash directly to each Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding February 15 and August 15, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not Liquidated damages shall be feasible to ascertain the extent of such damages with precisionpayable as follows, if any of the following events occur (each such event in clauses (i) through (iii) below, a “Registration Default”): (i) if a Shelf Registration Statement is has not timely been filed pursuant with the Commission on or prior to Section 2, 3 and 6, the Filing Deadline; (ii) a if the Shelf Registration Statement has not been declared effective under by the Securities Act Commission on or any foreign securities laws pursuant prior to Section 6 or the Effectiveness Deadline; (iii) if (A) after the Shelf Registration Statement is declared effective, such Shelf Registration Statement ceases to be effective prior to the the end of the Shelf Registration Period or (B) such Shelf Registration Statement or the related Prospectus ceases to be usable (including if the use of the Prospectus is suspended by the Company fails for more than 30 days in any three-month period or an aggregate of 90 days in any 12-month period, as set forth in Section 2(c) hereof) in connection with resales of Securities covered by such Shelf Registration Statement prior to comply with any the end of the terms of this AgreementShelf Registration Period. Each of the events described above foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Liquidated damages shall be deemed accrue with respect to continue until (a) the Registrable Securities from and including the date a on which any such Registration Statement is filed in the case of an event of the type described in clause (i), (b) Default shall occur to but excluding the date on which all such Registration Defaults have been cured or have ceased at a rate of 0.25% per annum (the “Liquidated Damages”). The Liquidated Damages attributable to any Registration Statement Default shall cease to be effective from the date such Registration Default is declared effective under the Securities Act or any foreign securities laws in the case of an event of the type described in clause (ii) and (c) termination of the breach in the case of an event of the type described in clause (iii)cured. (b) AccordinglyA Registration Default referred to in Section 7(a)(iii) shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company 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 or developments with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y) the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related Prospectus to describe such events; provided, commencing on (and including) however, that in any event date described case if such Registration Default occurs for a continuous period in excess of 30 days in any 90-day period or an aggregate of 90 days in any 12-month period, Liquidated Damages shall be payable in accordance with the above and ending on paragraph from the day such failure to file or become effective or breach Registration Default occurred until such Registration Default is cured (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount") payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancecured. (c) An "Excused Performance" shall Any amounts of Liquidated Damages due pursuant to Section 7(a) will be deemed payable in cash on the regular dividend payment dates (or such other time as provided in the Certificate of Designations for the payment of dividends or distributions) with respect to result from (a) the failure Securities. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages by the aggregate liquidation preference of the SEC to declare Registrable Securities and further multiplied by a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SECfraction, the NASD or any state securities regulatory body concerning itself or its Affiliatesnumerator of which is the number of days such Liquidated Damages were applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), its or such Affiliates' relationship with and the Company or any Affiliates denominator of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offeringwhich is 360.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf ----------------------------- Registration Statement is not timely filed with the SEC on or prior to the 45/th/ day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40/th/ day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180/th/ date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46/th/ day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41/st/ day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181/st/ day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, --------- however, that the maximum aggregate amount of liquidated damages payable by the ------- Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding May 1/st/ and November 1/st/, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 90 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of .25% per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 91 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above). (b) Accordingly, commencing on (and including) any event date described above and ending on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount") payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performance. (c) An "Excused Performance" Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be deemed paid in cash directly to result from (a) the failure Initial Purchaser on the next succeeding May 1 and November 1, as the case may be, following the period in respect of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely which such Liquidated Damages have become due and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offeringpayable hereunder.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding May 1st and November 1st, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debt Securities are distributed to continue until holders of Capital Securities, the aggregate principal amount of Subordinated Debt Securities held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debt Securities are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debt Securities. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file next succeeding January 7th, April 7th, July 7th, or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to payOctober 7th, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree In the event that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) a the Shelf Registration Statement is not timely filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2the terms of the Registration Rights Agreement and the 180th date after the Issue Date, 3 and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to comply with be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of this the Registration Rights Agreement. Each ), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the events described above shall be deemed aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Debt Securities are distributed to continue until holders of Capital Securities, the aggregate principal amount of Debt Securities held by the Initial Purchaser, as the case may be, in respect of the period (ax) commencing on the date 46th day after such request for the filing of a Shelf Registration Statement is filed made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of an event of the type described in clause (i) above), (by) commencing on the later of the 41st day after the date a the Shelf Registration Statement is declared effective under was required to be filed and the Securities Act or any foreign securities laws 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of an event of the type described in clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (c) termination of the breach in the case of an event of the type described in clause (iii) above), PROVIDED, HOWEVER, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Debt Securities are distributed to holders of Capital Securities, the aggregate principal amount of Debt Securities. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Company pursuant to this Section 2 shall be paid in cash directly to the Initial Purchaser on the day such failure to file next succeeding January 15, April 15, July 15 or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to payOctober 15, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.

Payment of Liquidated Damages. (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if If: (i) a the Shelf ----------------------------- Registration Statement is not timely filed with the SEC on or prior to the 45th day after such obligation arises pursuant to Section 2(b) of the Registration Rights Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 45th day after the date such Shelf Registration Statement was required to be filed pursuant to Section 2, 3 the terms of the Registration Rights Agreement and 6, (ii) a Registration Statement has not been declared effective under the Securities Act or any foreign securities laws pursuant to Section 6 180th date after the Issue Date; or (iii) the Company fails Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases at any time to comply be effective and available to an Initial Purchaser for use in connection with any the resale of Registrable Securities held by that Initial Purchaser (whether or not that cessation is a result of an event contemplated by Section 3(e) of the terms Registration Rights Agreement), and such cessation continues for more than either (A) 30 consecutive days, or (B) an aggregate of this Agreement. Each of the events described above shall be deemed to continue until 90 days (a) the date a Registration Statement is filed whether or not consecutive), in the case of an event (A) or (B), during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the type described in clause (i), (bRegistration Rights Agreement) immediately following the date a on which the Shelf Registration Statement is first declared effective under (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Issuers shall pay liquidated damages to each Initial Purchaser, at a rate of 0.25% per annum in respect of the aggregate principal amount of the Senior Notes which constitute Registerable Securities Act or any foreign securities laws (as defined herein) held by that Initial Purchaser, in respect of the period: (x) in the case of an event clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser and terminating upon the filing of the type described Shelf Registration Statement; (y) in the case of clause (ii) and (c) termination above, commencing on the later of the breach 46th day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement; or (z) in the case of an event of the type described in clause (iii)) above, commencing on, either (A) the 31st consecutive day, or (B) the 91st day, after the day the Shelf Registration Statement ceases to be effective or available for use and terminating on the day that the Shelf Registration Statement again becomes effective and available for use. (b) Accordingly, commencing on (and including) any event date described above and ending Any amounts of liquidated damages payable by the Issuers pursuant to this Section 2 shall be paid in cash directly to each Initial Purchaser on the day such failure to file or become effective or breach is cured (a "Damages Accrual Period"), the Company agrees to paynext succeeding February 15 and August 15, as liquidated damages and not as a penaltythe case may be, an amount (following the "period in respect of which such Liquidated Damages Amount") have become due and payable to Holders of Registrable Securities within 15 days from the date such Damages Accrual Period ends, at a rate per annum equal to 2% of the value of the Registrable Securities owned by the Holders; provided that no liquidated damages shall accrue or be payable if the failure to file, go effective or comply is the result of an Excused Performancehereunder. (c) An "Excused Performance" shall be deemed to result from (a) the failure of the SEC to declare a Registration Statement effective despite the Company's reasonable good faith efforts to respond to SEC comments in a timely and complete manner, (b) the failure of the SEC to declare a Registration Statement effective because of the failure of any Holder to provide any information requested by the SEC, the NASD or any state securities regulatory body concerning itself or its Affiliates, its or such Affiliates' relationship with the Company or any Affiliates of the Company, or its plans for the disposition of Registrable Securities or (c) the failure of the NASD or any state securities regulatory body to provide any necessary clearance, registration or qualification for the offering.