Common use of Registration Defaults Clause in Contracts

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders as follows: (a) if the Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 270th day following the Closing Date, then commencing on the 271st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, at a rate of 0.25% per annum for the first 90 days from and including such 271st day and 0.50% per annum thereafter; or (b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th day following the Closing Date, then commencing on the 271st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, at a rate of 0.25% per annum for the first 90 days from and including such 271st day and 0.50% per annum thereafter; or (c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures at a rate of 0.25% per annum for the first 90 days from and including such date, and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (e) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing other than as a result of an exchange of Debentures for Common Stock, the Company will prorate the Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate on the Debentures shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Exchange Rate by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement (which shall be, if with respect to the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) Securities is not filed with the Commission on or prior to the 270th 90th day following the Closing Date, then commencing on the 271st 91st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, Securities at a rate of 0.25..25% per annum for the first 90 days from and including such 271st 91st day and 0.50.50% per annum thereafter; or (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th 180th day following the Closing Date, then commencing on the 271st 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, Securities at a rate of 0.25.25% per annum for the first 90 days from and including such 271st 181st day and 0.50.50% per annum thereafter; or (c) if the Shelf Registration Statement with respect to the Securities has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, (other than in connection with (Apursuant to Section 3(i) a Deferral Period or (Bhereof) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and Period, then commencing on the Company does not cure day the lapse of effectiveness or usability within ten Business Days (orShelf Registration Statement ceases to be effective, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures Securities at a rate of 0.25.25% per annum for the first 90 days from and including such date on which the day following such tenth Business Day Shelf Registration Statement ceases to be effective and 0.50.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures Securities at a rate of 0.25.25% per annum for the first 90 days from and including such date, date and 0.50..50% per annum thereafter; providedPROVIDED, howeverHOWEVER, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), or (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (ed) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing other than as a result of an exchange of Debentures for Common Stock, the Company will prorate the Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate on the Debentures shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Exchange Rate by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “"Registration Default Damages”") to the Holders of Registrable Securities in respect of the Registrable Securities as followsfollows (it being understood that Registration Default Damages may not accrue under more than one of the following clauses (a), (b), (c), or (d) at any one time: (a) if the Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 270th 90th day following the Closing Date, then commencing on the 271st 91st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, Registrable Securities at a rate of 0.25.25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such 271st 91st day and 0.50.50% per annum thereafter; or (b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th 180th day following the Closing Date, then commencing on the 271st 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, Registrable Securities at a rate of 0.25.25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such 271st 181st day and 0.50.50% per annum thereafter; or (c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, (other than in connection with (Apursuant to Section 3(i) a Deferral Period or (Bhereof) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and Period, then commencing on the Company does not cure day the lapse of effectiveness or usability within ten Business Days (orShelf Registration Statement ceases to be effective, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures Registrable Securities at a rate of 0.25.25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such date on which the day following such tenth Business Day Shelf Registration Statement ceases to be effective and 0.50.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures Registrable Securities at a rate of 0.25.25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such date, date and 0.50..50% per annum thereafter; provided, however, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), or (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (ed) above), the Registration Default Damages shall cease to accrue. Any amounts of All Registration Default Damages due pursuant to this Section 7 will shall be payable in cash paid by wire transfer of immediately available funds or by federal funds check by the Company on the next succeeding interest payment date to Holders entitled to receive such each Damage Payment Date and Registration Default Damages will be calculated on the relevant record dates for basis of a 360-day year consisting of twelve 30-day months. In the payment of interest. If event that any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing other than as a result of an exchange of Debentures for Common Stocknot paid when due, then to the Company will prorate extent permitted by law, such overdue Registration Default Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Registration Default Damages payable provided for in this Section 7(d) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (e) All of the Company's obligations (including, without limitation, the obligation to pay Registration Default Damages) set forth in the preceding paragraphs which are outstanding or exist with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Debenture. The Registration Default Damages rate on security shall have been satisfied in full. (f) Within two business days following the Debentures shall not exceed in occurrence or the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period termination of time, except that if Registration Default Damages would be payable because of more than one a Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase give the Exchange Rate by 3% Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for each $1,000 principal amount the Common Stock, in the case of Debentures exchanged at a time when notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Registration Default Damages with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred and is continuingoccurred, as the case may be.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Registrable Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 270th 90th day following the Closing Date, then commencing on the 271st 91st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures, at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such 271st 91st day after the Closing Date and 0.50.50% per annum thereafter; orthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); (b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th 180th day following the Closing Date, then commencing on the 271st 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures, at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such 271st 181st day after the Closing Date and 0.50.50% per annum thereafterthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); or (c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, (other than in connection with (Apursuant to Section 3(i) a Deferral Period or (Bhereof) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and Period, then commencing on the Company does not cure day the lapse of effectiveness or usability within ten Business Days (orShelf Registration Statement ceases to be effective, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such date on which the day following such tenth Business Day Shelf Registration Statement ceases to be effective and 0.50.50% per annum thereafterthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such date, and 0.50.50% per annum thereafterthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); provided, however, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), or (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (ed) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable to the holders entitled thereto, in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates manner provided for the payment of interest. If any Debenture ceases to be outstanding during any period for which dividends in the certificate of designation. (e) No Registration Default Damages are accruing other than as a result of an exchange of Debentures for will accrue or be payable on the Underlying Common Stock, the Company will prorate the . Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate that have accrued on the Debentures shall not exceed in Securities will be cancelled upon conversion of the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under Preferred Stock into the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Underlying Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Exchange Rate by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuingStock.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Transfer Restricted Securities in respect of the Transfer Restricted Securities as follows: (a) if the Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 270th 90th day following the Closing Date, then commencing on the 271st 91st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, Transfer Restricted Securities at a rate of 0.25.25% per annum for the first 90 days from and including such 271st 91st day and 0.50.50% per annum thereafter; or (b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th 150th day following the Closing Date, then commencing on the 271st 151st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures, Transfer Restricted Securities at a rate of 0.25.25% per annum for the first 90 days from and including such 271st 151st day and 0.50.50% per annum thereafter; or (c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable for the offer and sale of Transfer Restricted Securities for a period of time (including any Deferral Period) which exceeds 30 days in the Registrable Securities, other than aggregate in connection with (A) a Deferral Period any 90-day period or (B) as a result of a requirement to file a post60 days in the aggregate in any 12-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time month period during the Shelf Registration Period and Period, then commencing on the Company does not cure day the lapse of effectiveness Shelf Registration Statement ceases to be effective or usability within ten Business Days (orusable, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures Transfer Restricted Securities at a rate of 0.25.25% per annum for the first 90 days from and including such date on which the day following such tenth Business Day Shelf Registration Statement ceases to be effective or usable and 0.50.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures Transfer Restricted Securities at a rate of 0.25.25% per annum for the first 90 days from and including such date, date and 0.50.50% per annum thereafter; provided, however, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), or (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (ed) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing other than as a result of an exchange of Debentures for Common Stock, the Company will prorate the Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate on the Debentures shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Exchange Rate by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Registrable Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 270th 90th day following the Closing Date, then commencing on the 271st 91st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures, at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such 271st 91st day after the Closing Date and .50% per annum thereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum thereafter; orannum); (b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th 180th day following the Closing Date, then commencing on the 271st 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures, at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such 271st 181st day after the Closing Date and .50% per annum thereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum thereafterannum); or (c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, (other than in connection with (Apursuant to Section 3(i) a Deferral Period or (Bhereof) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and Period, then commencing on the Company does not cure day the lapse of effectiveness or usability within ten Business Days (orShelf Registration Statement ceases to be effective, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such date on which the day following such tenth Business Day Shelf Registration Statement ceases to be effective and .50% per annum thereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum thereafterannum); or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount Securities and shall be computed by increasing the applicable dividend rate of the Debentures at a rate of Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such date, and .50% per annum thereafter (it being understood that Registration Default Damages shall not exceed 0.50% per annum thereafterannum); provided, however, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), or (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (ed) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable to the holders entitled thereto, in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates manner provided for the payment of interest. If any Debenture ceases to be outstanding during any period for which dividends in the Certificate of Designation. (e) No Registration Default Damages are accruing other than as a result of an exchange of Debentures for will accrue or be payable on the Underlying Common Stock, the Company will prorate the . Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate that have accrued on the Debentures shall not exceed in Securities will be cancelled upon conversion of the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under Preferred Stock into the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Underlying Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Exchange Rate by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuingStock.