Common use of Liquidated Damages Clause in Contracts

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

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

Liquidated Damages. If (i) The SERVICE AUTHORITY reserves the right to enforce liquidated damages on any Registration Statement required project as follows: In the event that the CONSULTANT fails to meet the Contract Time for completion of a particular phase of services as determined by this Agreement is not filed with the Commission on or prior Project Schedule, the CONSULTANT shall pay to the applicable Filing DeadlineSERVICE AUTHORITY the sum of dollars identified below per day for each and every calendar day of unexcused delay beyond the schedule phase completion date, (ii) any such Registration Statement has not been declared effective plus approved time extensions, until completion of the phase: Basis of Design $ enter amount. Preliminary Consultation and Analysis $ enter amount. Preliminary Design $ enter amount. Design for Construction $ enter amount. Any sums due and payable hereunder by the Commission on CONSULTANT shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the SERVICE AUTHORITY, estimated at or prior before the time of executing this Project Agreement. When the SERVICE AUTHORITY reasonably believes that completion will be inexcusably delayed, the SERVICE AUTHORITY shall be entitled, but not required, to withhold from any amounts otherwise due the CONSULTANT an amount believed by the SERVICE AUTHORITY to be adequate to recover liquidated damages applicable to such delays. If and when the CONSULTANT overcomes the delay in achieving completion, or any part thereof, for which the SERVICE AUTHORITY has withheld payment, the SERVICE AUTHORITY shall promptly release to the applicable Effectiveness DeadlineCONSULTANT those funds withheld, (iii) but no longer applicable, as liquidated damages. The parties agree that the per diem measure of liquidated damages are a reasonable measure of the damages SERVICE AUTHORITY is likely to suffer in case of delay, and the CONSULTANT agrees that it will not challenge the per diem amounts of liquidated damages imposed pursuant to this Section 4. CONSULTANT hereby waives any Exchange Offer has not been Consummated on or prior defense as to the Consummation Deadline or (iv) validity of any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages stated herein on the grounds that such liquidated damages are void as penalties not reasonably related to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesactual damages. The amount of parties further agree that the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in this Section 4 shall be the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities SERVICE AUTHORITY’S sole remedy for delay as a result of such clause (i)the CONSULTANT’S failure to achieve completion within the time required by this Project Agreement. The SERVICE AUTHORITY may, (ii)but shall not be obligated to, (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that deduct any securities for which liquidated damages are that become due cease from any unpaid amounts then or which thereafter become due to be Transfer Restricted Securities, all obligations of the Company to pay CONSULTANT. Any liquidated damages with respect not so deducted from any unpaid amounts due the CONSULTANT shall be immediately due and payable to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthe SERVICE AUTHORITY upon demand.

Liquidated Damages. (a) If (ia) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (iib) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iiic) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within 10 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees will be obligated to pay additional cash interest (and the Guarantors agree to guarantee such payments"Liquidated Damages") liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following Notes commencing upon the occurrence of such Registration Default, Default in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities Notes held by such Holder for each week or portion thereof that the Registration Default continuesHolder. The amount of the liquidated damages shall Liquidated Damages will increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that Notes. All accrued Liquidated Damages shall be paid to Holders by the Company shall in no event the same manner as interest is made pursuant to the Indenture. The Company will not be required to pay liquidated damages Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All accrued liquidated damages shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully Company set forth in the Indenture preceding paragraph that have accrued and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full.

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

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

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

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

Liquidated Damages. If In the event that (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline270th calendar day following the Closing Date, (iiib) any the Exchange Offer has is not been Consummated completed on or prior to the Consummation Deadline 365th calendar date after the Closing Date and a Shelf Registration Statement is not declared effective on or prior to the 365th calendar day following the Closing Date or (ivc) any provided that the Preferred Securities meet the minimum listing requirements of the New York Stock Exchange at the time a Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness the Preferred Securities are not listed on the New York Stock Exchange on or non-usability prior to the 30th calendar day after a Registration Statement has been declared effective (each such event referred to in clauses (ia) through (iv)c) above, a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid payable (“Liquidated Damages”) in respect of outstanding Registrable Securities at the rate of (x) one-quarter of one percent (0.25%) per annum upon the occurrence of any Registration Default on or after the 270th calendar day following the Closing Date and (y) one-half of one percent (0.50%) per annum upon the occurrence of any Registration Default on or after the 365th calendar day following the Closing Date; provided, however, that the maximum aggregate amount of such Liquidated Damages will in no event exceed one-half of one percent (0.50%) per annum in respect of all Registration Defaults occurring at any one time. To the extent that Liquidated Damages have become payable due to the occurrence of one of the Registration Defaults, then immediately following (1) the consummation of the Exchange Offer, (2) the effectiveness of a Shelf Registration or (3) the listing of the Preferred Securities, as the case may be (such event referred to in clauses (1) through (3) above, a "Registration Remedy"), then the accrual of Liquidated Damages with respect to that particular Registration Default will cease. Upon the earlier of the implementation of all necessary Registration Remedies or the date on which the Exchange Securities are eligible for sale pursuant to Rule 144(k) under the 1933 Act or any successor provision, the accrual of Liquidated Damages will cease. If the Shelf Registration Statement is declared effective but becomes unusable by the Holders entitled theretoof Registrable Securities covered by such Shelf Registration Statement (“Shelf Registrable Securities”) for any reason, and the number of days in any consecutive 365 day period for which the Shelf Registration Statement shall not be usable exceeds 60 days in the aggregate, then Liquidated Damages shall be payable in respect of outstanding Registrable Securities at the rate of one-half of one percent (0.50%) per annum beginning on the 61st such day that such Shelf Registration Statement remains unusable; provided, however, that the maximum aggregate amount of such Liquidated Damages payable (inclusive of any Liquidated Damages that are payable on such Shelf Registrable Securities pursuant to the first paragraph of this Section 2.5) will in no event exceed one-half of one percent (0.50%) per annum. Upon the Shelf Registration Statement once again becoming available for use, Liquidated Damages will cease to be payable. Liquidated Damages shall be computed based on the actual number of days elapsed in each period for which Liquidated Damages are payable. The Company and the Guarantor shall notify the Registrar and Paying Agent within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (each, an “Event Date”). Liquidated Damages shall be paid in the same manner provided for as distributions pursuant to the payment of interest, Registrar and Transfer Agency Agreement. Liquidated Damages due shall be payable on each Interest Payment Datedistribution payment date to the record Holder of Preferred Securities entitled to receive the distribution payment, if any, to be paid on such date as more fully set forth in the Indenture registry. Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the day following the applicable Event Date and shall be a joint and several obligation of the Company and the NotesGuarantor. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all The joint and several obligations of the Company and the Guarantor to pay liquidated Liquidated Damages are not subordinated obligations; Liquidated damages with respect will be payable regardless of whether the Guarantor (a) has distributable profits or (b) fails to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullmeet its required capital ratios.

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

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

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

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

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

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

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with 6.7.1. Should the Commission on Contractor neglect, fail or prior refuse to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary achieve Substantial Completion of the initial sale) cease to be effective Work or fail to be usable in connection with resales of phase thereof, within the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effectiveContract Time, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv)as adjusted, a “Registration Default”), then the Company hereby Contractor agrees to pay (and to the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for District the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully diem Liquidated Damages set forth in the Indenture Supplementary Conditions, not as a penalty but as Liquidated Damages, for every day beyond the Contract Time, as adjusted, until Substantial Completion of the Work or phase thereof is achieved. Contractor and District acknowledge and agree that if the Contractor fails to achieve Substantial Completion in accordance with the Contract Schedule, the District will incur costs and expenses not contemplated by the Contract Documents, the actual amount of which will be impracticable to ascertain. Contractor and District further acknowledge and agree that the per diem assessment set forth in the Supplementary Conditions represents a reasonable joint effort by the parties to establish an amount of Liquidated Damages that corresponds to actual loss and which is reasonable under the circumstances existing at the time the parties entered into the Contract. Liquidated Damages may be deducted from the Guaranteed Maximum Price then or thereafter due the Contractor. The Contractor and the Notes. Notwithstanding anything Surety shall be liable to the contrary District for any Liquidated Damages exceeding any amount of the Guaranteed Maximum Price then held or retained by the District. If the Contractor fails or refuses, for any reason, to promptly correct or complete all Punch list items upon Substantial Completion for each phase within thirty (30) days as determined pursuant to Article 6.3 hereof, the Contractor shall be liable to the District for the per diem Liquidated Damages set forth herein, (1) in the Supplementary Conditions from the date that such items should have been corrected or completed until the date that all such items are actually corrected or completed. In the event the Contractor fails or refuses to correct or complete items of the Work noted upon filing Substantial Completion and the District elects to exercise its right to cause completion or correction of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicablesuch items, the Shelf Registration Statement), in Contractor will be charged with the case cost of (i) above, (2) upon completing or correcting the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullsame.

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

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth hereinin this Agreement, (1) upon filing Acquirors payment of an Exchange Offer Registration Statement Acquiror Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Seller in circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with respect precision. In the event that this Agreement and the Real Estate Purchase Agreement are validly terminated under the circumstance described in Section 7.1 or this Section 7.2 and an Acquiror Termination Fee is payable pursuant to Section 7.2(a) or Section 7.2(b), then (a) in no event will any of the Transfer Restricted Securities (and/orSeller Releasing Parties be entitled to recover damages in excess of, and the maximum aggregate liability of Buyer and/or PropCo for damages in connection with this Agreement and the Real Estate Purchase Agreement or the Transactions, shall be limited to, the sum of the applicable Acquiror Termination Fee and the Collection Costs, if applicableany and (b) Seller’s right to receive payment of the applicable Acquiror Termination Fee and the Collection Costs, if any, shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any of the Seller Releasing Parties against the Buyer, PropCo, the Shelf Registration Statement)Financing Parties, in the case and any of (i) abovetheir respective former, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) abovecurrent, or (4) upon the filing of a post-effective amendment to a Registration Statement future general or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/orlimited partners, if applicablestockholders, the Shelf Registration Statement) to again be declared effective managers, members, directors, officers, Affiliates, employees, representatives or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities agents for any Loss as a result of such clause (i)any breach of any representation, (ii)warranty, (iii) covenant or (iv), as applicable, shall cease. Notwithstanding agreement in this Agreement and the fact that any securities for which liquidated damages are due cease Real Estate Purchase Agreement or the failure of the Transactions to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages consummated in circumstances where an Acquiror Termination Fee is payable (including with respect to securities shall survive until such time as such obligations any breach (whether a willful and material breach, intentional breach or otherwise)), and the Seller (on its behalf and on behalf of the Seller Releasing Parties) hereby waives all other remedies with respect to such securities this Agreement and the Real Estate Purchase Agreement or the failure of the Transactions to be consummated, and any breach by Buyer or PropCo of its obligation to consummate the Transactions or any other covenant, obligation, representation, warranty or other provision set forth in this Agreement. In no event shall have been satisfied Buyer be required to pay the Buyer Termination Fee or Partial Buyer Termination Fee on more than one occasion, and in fullno event shall Buyer be required to pay both the Buyer Termination Fee and Partial Buyer Termination Fee. In no event shall PropCo be required to pay the PropCo Termination Fee or Partial PropCo Termination Fee on more than one occasion, and in no event shall PropCo be required to pay both the PropCo Termination Fee and Partial PropCo Termination Fee.

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

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

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

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

Liquidated Damages. If (i) any The Company further agrees that, in the event that the Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective suspended by the Commission on Company or prior ceases to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior remain continuously effective as to the Consummation Deadline or (iv) any Registration Statement all Registrable Securities for which it is required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such other than, in each case, within the time of non-effectiveness or non-usability period(s) permitted by Section 3(g) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then for all or part of any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the second (2nd) Business Day after the date of the Registration Default if the Registration Default has not been cured by such date), the Company hereby agrees to shall pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence one percent (1%) of such Holder’s aggregate Purchase Price of its, his or her Shares, that remain Registrable Securities for which the Registration DefaultStatement is required to be effective and for which there is not otherwise an effective Registration Statement at such time, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that Penalty Period during which the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect remains uncured; provided, however, that if a Holder fails to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that provide the Company shall in no event be with any information requested by the Company that is required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, provided in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to such Holder as set forth herein, then the Transfer Restricted Securities (and/or, if applicable, commencement of the Shelf Registration Statement), in the case of (i) above, Penalty Period described above with respect to such Holder shall be extended until two (2) upon Business Days following the effectiveness date of an Exchange Offer receipt by the Company of such required information from such Holder; and provided, further, that in no event shall the Company be required hereunder to pay to any Holder pursuant to this Agreement more than one percent (1%) of such Holder’s aggregate Purchase Price of all of its, his or her Shares for which a Registration Statement is required to be effective in any Penalty Period and in no event shall the Company be required hereunder to pay to any Holder pursuant to this Agreement an aggregate amount that exceeds ten percent (10%) of the aggregate Purchase Price paid by such Holder for such Holder’s Shares. For purposes of clarification, and solely for purposes of calculating the liquidated damages pursuant to this Section 6, each Holder’s “Purchase Price” for each Share shall be deemed to be $ per share [Purchase Price to be 115% of the closing price on the trading day immediately preceding the achievement of the milestone] (as adjusted for any subsequent stock split, stock dividend or similar event effected with respect to the Transfer Restricted Securities Shares). The Company shall deliver said cash payment to the Holder by the fifth (and/or, if applicable5th) Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to any Holder in full by the fifth (5th) Business Day after the end of such Penalty Period, the Shelf Registration Statement)Company will pay interest thereon at a rate of ten percent (10%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law, and calculated on the basis of a year consisting of 360 days) to such Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Notwithstanding the foregoing, in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect event a Registration Default occurs pursuant to the Transfer Restricted Securities, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) abovehereof, the liquidated damages payable referred to above for any Penalty Period shall be reduced to equal the percentage determined by multiplying one percent (1%) by a fraction, the numerator of which shall be the number of Registrable Securities covered by the Registration Statement that is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective which are still Registrable Securities at such time and for which there is not otherwise an effective Registration Statement at such time and the denominator of which shall be the number of Registrable Securities at such time. Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages this Section 6 in accordance with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullapplicable law.

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

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

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

Liquidated Damages. If (i) Subject to any Registration Statement required by of the provisions of this Agreement is not filed with providing for extension of time for performance or excuse from performance, as the Commission case may be, of any of the obligations of the Concessionaire under this Agreement, the Concessionaire shall pay to the Concessioning Authority liquidated damages at the rate of 0.1% (zero point one percent) of the Performance Guarantee 0.1% of the Deemed Performance Guarantee after COD, as the case may be, for every Day of delay in fulfilling the specified obligations on or prior before a Milestone Date including a delay in obtaining the Completion Certificate or the Provisional Certificate on or before the Scheduled Completion Date. Provided such liquidated damages shall not in aggregate exceed 5% (five percent) of the Total Project Cost and unless the delay is in obtaining of the Completion Certificate or the Provisional Certificate, shall not be payable for less than 15 (fifteen) Days of delay from a Milestone Date, in fulfilling a specified obligation; provided further that in the event Project COD is achieved on or before the Scheduled Completion Date, the Damages paid under this Article 6.9 shall be refunded by the Authority to the applicable Filing DeadlineConcessionaire, (ii) but without any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesinterest thereon. The amount of Parties agree that the liquidated damages as provided are a genuine pre-estimate of the damages the Concessioning Authority is likely to suffer and are not by way of a penalty. In case the aggregate delay exceeds 180 (one hundred and eighty) Days or the aggregate liquidated damages paid and/or payable under this provision exceeds the specified limit of 5% (five percent) of the Total Project Cost, the Concessioning Authority shall increase by an additional $0.05 per week per $1,000 be entitled to terminate this Agreement and the consequences of termination as laid down in principal amount of Transfer Restricted Securities Article 16.5 shall follow. The Concessioning Authority may, at its discretion recover any amounts with respect to each subsequent 90-day period until all Registration Defaults have been curedliquidated damages from the Performance Guarantee Deemed Performance Guarantee after COD. Further, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company Concessionaire shall in no event not be required liable to pay liquidated damages damages, if the delay in fulfilling the specified Concessionaire’s obligations were for more than one Registration Default at any given time. All accrued liquidated damages shall be paid the reasons solely attributable to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullConcessioning Authority.

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

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

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

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

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within ten Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within ten Business Days of filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company Issuer hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company Issuer shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, or (5) if sooner, upon the first date on which no Transfer Restricted Securities remain outstanding, in the case of clauses (i) through (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company Issuer to pay liquidated damages with respect to securities that accrued prior to the time such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (i) any The Company agrees that the Purchaser will suffer damages if the Registration Statement required by this Agreement covering all Registrable Securities is not filed with and declared effective by the Commission on SEC and maintained in the manner and within the time period contemplated by Article 4 hereof, or prior if the Company has insufficient authorized and issuable shares necessary to honor tendered Notices of Conversion, and it would not be feasible to ascertain the applicable Filing Deadlineextent of such damages with precision. Accordingly, if (iii) any such the Registration Statement has is not been filed and declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate that is 120 days after the Closing Date, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivii) any the Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities (without being succeeded immediately by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective, and only ) for such a period of time which shall exceed 10 days in the aggregate per year (defined as a period of non-effectiveness or non-usability 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (i) through and (ivii) is referred to herein as a "Registration Default"), a “Registration Default”)then, then for so long as such default shall continue, the Company hereby agrees to shall pay (and the Guarantors agree to guarantee such payments) liquidated damages in cash as Liquidated Damages to each Holder of Transfer Restricted Securities affected thereby who has complied with such Holder's obligations hereunder an amount equal to two (2%) percent for the first 90-30 day period past the Target Date and three (3%) percent for each thirty (30) day period thereafter (or fraction thereof) of the aggregate principal amount of Notes then owned of record by such Holder under the Securities Purchase Agreement immediately following the occurrence of such Registration Default, in an amount equal . Such payment shall be made to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount Purchaser within three (3) calendar days of the liquidated damages end of each month by cashier's check or wire transfer in immediately available funds to such account as shall increase be designated in writing by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages Purchaser and shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations irrespective of the Company amount of Shares held by Purchaser on the Target Date and thereafter. Failure to pay liquidated damages with respect to securities make such payments shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullbe considered under the terms of the Note an Event of Default.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the ------------------------- Exchange Offer has not been Consummated on or prior within 45 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-post- effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees Issuers agree to pay (and the Guarantors agree to guarantee such payments) -------------------- liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues; provided, however, that upon the occurrence of an event described in clause (iv) above with respect to the failure of a Shelf Registration Statement to be effective or usable in connection with resales of Transfer Restricted Securities, only those Holders whose Notes were registered pursuant to such Shelf Registration Statement shall be entitled to collect liquidated damages. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment of interest, Issuers on each Interest Damages Payment Date by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages Liquidated Damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages of $0.25 0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages Liquidated Damages shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders entitled thereto, in of Certificated Securities by wire transfer to the manner provided for the payment of interest, accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and the NotesIndenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or the Prospectus to be made usable in the case of (iv) above, the liquidated damages Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all All obligations of the Company to pay liquidated damages and the Guarantors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

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

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

Liquidated Damages. If The Company and the Buyer agree that Buyer will suffer damages if the Company fails to fulfill its obligations pursuant to Section 8(a) hereof and that it would not be possible to ascertain the extent of such damages with precision. Accordingly, subject to Section 8(a)(iii) hereof, the Company hereby agrees to pay liquidated damages (“Liquidated Damages”) to Buyer under the following circumstances: (i) any if the Initial Registration Statement covering all of the Registrable Securities required or permitted to be covered by this Agreement it is not filed with by the Commission Company on or prior to the applicable Filing Deadline, (ii) Deadline or any such Additional Registration Statement has covering all of the Registrable Securities required or permitted to be covered by it is not been declared effective by the Commission filed on or prior to the applicable Effectiveness Deadlinetwentieth (20th) day after the Additional Registration Statement Filing Eligibility Day (either such event, a “Filing Default”); (iiiii) any Exchange Offer has if the Initial Registration Statement covering all of the Registrable Securities required or permitted to be covered by it is not been Consummated declared effective by the SEC on or prior to the Consummation Effectiveness Deadline or any Additional Registration Statement covering all of the Registrable Securities required or permitted to be covered by it is not declared effective on or prior to the fifth (iv5th) day after the Company receives notice from the SEC that such Additional Registration Statement will not become subject to review (or, if such Additional Registration Statement becomes subject to review by the SEC, on or prior to the ninetieth (90th) day after the filing thereof) (either such event, an “Effectiveness Default”); or (iii) subject to the Blackout Period (described below), if, after the effective date of any Registration Statement, such Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective and available to the Buyer for the resale of the Registrable Securities required or fail permitted to be usable in connection covered by it during the Effectiveness Period (a “Maintenance Default” and, together with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure Filing Default and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv)an Effectiveness Default, a “Registration Default”), then . In the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder event of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such a Registration Default, in the Company shall pay to Buyer as Liquidated Damages, for each thirty (30) day period of a Registration Default, an amount in cash equal to $0.05 per week per $1,000 in principal amount 0.75% of Transfer Restricted Securities held the aggregate purchase price paid by such Holder Buyer pursuant to this Agreement (increasing to 1.25% for each week thirty (30) day period (or portion thereof that thereof) commencing on or after the six month anniversary of the day on which a continuing Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securitiesfirst occurred); provided that in no event shall the aggregate amount of cash to be paid as Liquidated Damages pursuant to this Section 8(e) exceed 10% of the aggregate purchase price paid by Buyer. The Company shall pay the Liquidated Damages as follows: (i) in connection with a Filing Default, on the thirty first (31st) day after the Closing Date or the twenty first (21st) day after the applicable Additional Registration Statement Filing Eligibility Day, as applicable, and, in each case, each thirtieth (30th) day thereafter until the Registration Statement is filed with the SEC; (ii) in connection with an Effectiveness Default relating to the Initial Registration Statement, on the earlier of (A) the sixth (6th) day after the Company receives notice from the SEC that such Registration Statement will not become subject to review or (B) the ninety first (91st) day after the filing thereof or if later the one hundred and twenty first (121st) day after the Closing Date, and each thirtieth (30th) day thereafter until the Initial Registration Statement is declared effective by the SEC; (iii) if such Effectiveness Default relates to an Additional Registration Statement, on the sixth (6th) day after the Company receives notice from the SEC that such Additional Registration Statement will not become subject to review (or, if such Additional Registration Statement becomes subject to review by the SEC, the ninety first (91st) day after the filing date thereof) and each thirtieth (30th) day thereafter until the Additional Registration Statement is declared effective by the SEC; and (iv) in connection with a Maintenance Default, on the first date of such Maintenance Default and each thirtieth (30th) day thereafter until such Maintenance Default is cured. The Liquidated Damages payable herein shall apply on a pro rata basis for any portion of a thirty (30) day period of a Registration Default. In the event that the Company fails to make a Liquidated Damages payment in a timely manner, the past due amount of such Liquidated Damages shall bear interest at the rate of 2% per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall in no event not be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid liable to the Holders entitled thereto, in Buyer pursuant to this Section 8(e) as a result of the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything failure to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted register any Registrable Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease Buyer’s refusal to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time named as such obligations with respect to such securities shall have been satisfied an “underwriter” in fullany Registration Statement.

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

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

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

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

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

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

Liquidated Damages. If (i) any Registration Statement required Franchisee understands and acknowledges that Franchisee is obligated by this Agreement is not filed with to operate the Commission on or Franchised Business as set forth herein for a term of ten (10) years, and any attempt by Franchisee to terminate this Agreement prior to the applicable Filing Deadlineexpiration date shall be deemed to be a material breach of this Agreement and shall be grounds, (ii) at Franchisor's sole discretion, for termination by Franchisor pursuant to Section 23.2. The parties hereto agree that it would be impracticable and extremely difficult to determine the actual damages to Franchisor arising from any such Registration Statement has not been declared effective by termination of this Agreement. Therefore, the Commission on or prior parties agree that in the event of any such termination, Franchisee shall pay to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) Franchisor as liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal twelve (12) times the average monthly Franchisor's Share for the six (6) month period prior to any such termination, such amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount being a reasonable estimate, as of the date of this Agreement, of Franchisor's actual damages resulting from such termination. If such liquidated damages are not paid in full by Franchisee within 14 days of the date of termination, interest shall increase accrue on any unpaid balance at a rate equal to the lesser of (a) eighteen percent (18%) per annum or (b) the maximum rate allowed by an additional $0.05 per week per $1,000 law until such balance is paid in principal amount full. Nothing contained in this Section 23.4. shall be construed as a limitation on (i) the rights or remedies of Transfer Restricted Securities Franchisor to recover for any indebtedness owed Franchisor by Franchisee at the time of such termination, (ii) Franchisor's right to seek specific performance or other equitable relief with respect to each subsequent 90-day period until all Registration Defaults have been curedthis Agreement, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) aboveFranchisor's right to recover its reasonable attorneys' fees, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable court costs and expenses incurred in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseenforcing its rights under this Agreement. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities This Section 23.4. shall survive until such time as such obligations with respect to such securities shall have been satisfied in fulltermination of this Agreement.

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

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

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

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

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

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

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

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

Liquidated Damages. If (i) any the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, ; (iiiii) any if the Exchange Offer has is not been Consummated consummated on or prior to the Consummation Deadline Deadline; (iii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the Shelf Filing Deadline; (iv) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 365th day after the Shelf Filing Deadline; or (v) except in certain circumstances, if any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial salesale of the Notes) cease ceases to be effective or fail to be usable useable in connection with resales of the Transfer Restricted Securities Securities, without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (ivv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture Indentures and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) and (iii) above, (2) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (ii) above, (3) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (iiiv) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, above or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (ivv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (ivv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

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

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

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

Liquidated Damages. If (ia) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (iib) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iiic) any the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (ivd) subject to the provisions of Section 6(c)(i) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, in an amount equal to $0.05 one-quarter of one percentage point (0.25%) per week per $1,000 in annum of the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesHolder. The amount of the liquidated damages shall increase by an additional $0.05 one-quarter of one percent (0.25%) per week per $1,000 in annum of the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 two percent (2.00%) per week per $1,000 in annum of the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid by the Company on each Damages Payment Date to Record Holders by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfers to the Holders entitled thereto, in the manner provided for the payment of interest, accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

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

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

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

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for thereby, liquidated damages in an amount equal to 0.5% per annum on the outstanding principal amount of the Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 0.5% per week per $1,000 in annum on the outstanding principal amount of the Transfer Restricted Securities with respect to for each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages for all Registration Defaults of $0.25 2.0% per week per $1,000 in annum on the outstanding principal amount of the Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/oror, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on the next scheduled Interest Payment Date (as such term is defined in the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. The liquidated damages set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for Registration Defaults.

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

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

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

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

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

Liquidated Damages. If (i) In addition to any Registration Statement required by other provisions for liquidated damages in this Agreement is or any Exhibit annexed hereto, if that the Company does not filed with the Commission on or prior to the applicable Filing Deadlinedeliver unlegended, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable freely tradable Common Stock in connection with resales the sale of such Common Stock by the Investor as set forth in Article VIII below within five Business Days of surrender by the Investor of the Transfer Restricted Securities without being succeeded Common Stock certificate in accordance with the terms and conditions set forth in Article VIII below (such date of receipt is referred to as the "Receipt Date"), the Company shall pay to the Investor, in immediately by a post-effective amendment to such Registration Statement that cures available funds, upon demand, as liquidated damages for such failure and that is itself immediately declared effectivenot as a penalty, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby every day thereafter for the first 90-day period immediately following the occurrence of such Registration Defaultten days, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount two percent of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case product of (i) the number of shares of Common Stock undelivered and (ii) the Bid Price on the Receipt Date, and three percent of the product of (i) the number of shares of Common Stock undelivered and (ii) the Bid Price on the Receipt Date, for every day thereafter that the unlegended shares of Common Stock are not delivered, which liquidated damages shall accrue from the sixth Business Day after the Receipt Date. The parties hereto acknowledge and agree that the sums payable pursuant to the Registration Rights Agreement and as set forth above, (2) upon and the effectiveness obligation to issue Additional Shares under Section 2.4 above, shall constitute liquidated damages and not penalties. The parties further acknowledge that the amount of an Exchange Offer Registration Statement with respect loss or damages likely to be incurred in the Transfer Restricted Securities (and/orevent of a failure to deliver unlegended, if applicablefreely tradable shares of Common Stock cannot be precisely estimated, and the Shelf Registration Statement)parties are sophisticated business parties and have been represented by sophisticated and able legal and financial counsel and negotiated this Agreement at arm's length. Notwithstanding the above, in the case event that the Company does not deliver unlegended Common Stock in connection with the sale of such Common Stock by the Investor as set forth in Article VIII below within five Business Days of the Receipt Date, the Company shall also pay to the Investor, in immediately available funds, interest (at the then current Prime Rate), based upon the product of (i) the number of undelivered unlegended freely tradable shares, and (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations Bid Price of the Common Stock on the Receipt Date, undelivered for every day thereafter that the unlegended shares of Common Stock are not delivered. Any and all payments required pursuant to this paragraph shall be payable only in cash, and any payment hereunder shall not relieve the Company to pay liquidated damages with respect to securities shall survive until such time as such of its delivery obligations with respect to such securities shall have been satisfied under this Section or elsewhere in fullthis Agreement or any Exhibit annexed hereto.

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

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

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

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

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

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing DeadlineDeadline set forth in Section 3(a) or 4(a), as the case may be, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineDeadline set forth in Section 3(a) or 4(a), as the case may be, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately reasonably promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only effective reasonably promptly (including as a result of a prohibition against sales of Transfer Restricted Securities pursuant to Section 4(c) hereof at any time for such a period of time of nonwhich shall exceed 30 days in the aggregate during any 3-effectiveness month period or non90 days in the aggregate during any 365-usability day period) (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby jointly and severally agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, liquidated damages in an amount equal to $0.05 0.25% per week per $1,000 annum in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $0.05 0.25% per week per $1,000 annum in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 1.00% per week per $1,000 annum in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be paid 0.25%, regardless of the Additional Interest rate in effect with respect to any prior Registration Default at the Holders entitled thereto, in time of the manner provided for the payment cure of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notessuch Registration Default. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

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

Liquidated Damages. If (i) In any Registration Statement required by this case which arises from or relates to the wrongful termination of an Associate’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of an Associate’s Agreement and/or loss of their independent business is not filed with proven and held to be wrongful under any theory of law, Associate’s sole remedy shall be liquidated damages calculated as follows: • For Associates up to the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary Rank of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued Double Diamond liquidated damages shall be paid to the Holders entitled thereto, in the manner provided amount of his/ her gross compensation that he/she earned pursuant to Talk Fusion’s Compensation Plan in the twelve (12) months immediately preceding the termination. • For Associates at the Commission Rank of Triple Diamond through Presidential Blue Diamond liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Talk Fusion’s Compensation Plan in the eighteen (18) months immediately preceding the termination. • For Associates at the Commission Rank of Ambassador Blue Diamond through Imperial Blue Diamond liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Talk Fusion’s Compensation Plan in the twenty-four (24) months immediately preceding the termination. Gross compensation shall include commissions and bonuses earned by the Associate pursuant to Talk Fusion’s Compensation Plan as well as retail profits earned by Associate for the payment sale of interestTalk Fusion merchandise. However, on each Interest Payment Date, as more retail profits must be substantiated by providing the Company with true and accurate copies of fully set forth in and properly completed retail receipts provided by Associate to customers at the Indenture time of the sale. The Parties agree that the foregoing liquidated damage schedule is fair and reasonable. An Associate’s “Commission” rank is the Notesrank or title at which they actually qualified to earn compensation under the Talk Fusion Compensation Plan during a pay-period. Notwithstanding anything to the contrary set forth herein, (1) upon filing For purposes of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicablethis Policy, the Shelf Registration Statement)relevant pay-period to determine an Associate’s Commission Rank is the pay-period during which the Associate’s business is placed on suspension or terminated, in whichever occurs first. The “Commission” rank differs from the case of (i) above, (2) upon “Recognition Rank,” which is the effectiveness of highest title or rank that an Exchange Offer Registration Statement with respect to Associate has ever been paid under the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullTalk Fusion Compensation Plan.

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

Liquidated Damages. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities, as liquidated damages to such Holder by reason of the Registration Event, a cash sum calculated at a rate of twelve percent (12%) per annum of: (i) any the aggregate purchase price paid by such Holder for the Registrable Securities pursuant to the Subscription Agreement, or (ii) $1.825 per share of Registrable Securities issued and issuable to such Holder upon exercise of the Placement Agent Warrants, but in each case of (i) and (ii), only with respect to such Holder’s Registrable Securities that are affected by such Registration Statement required by this Agreement Event and only for the period during which such Registration Event continues to affect such Registrable Securities (or in the case of paragraph (g) under the definition of Registration Event, the period until such report is not filed with the Commission on or prior Commission). Notwithstanding the foregoing, the maximum amount of liquidated damages that must be paid by the Company pursuant to this Section 3(b) shall be an amount equal to five percent (5%) of the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to foregoing amounts described in clauses (i) through and (iv), a “ii) in the preceding sentence with respect to such Holder’s Registrable Securities that are affected by all Registration Default”), then Events in the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) aggregate. Each payment of liquidated damages pursuant to this Section 3(b) shall be due and payable in arrears within five (5) days after the end of each Holder of Transfer Restricted Securities affected thereby for the first 90full 30-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesPeriod until the termination of the Registration Default Period and within five (5) days after such termination. The amount Registration Default Period shall terminate upon the earlier of such time as the Registrable Securities that are affected by the Registration Event cease to be Registrable Securities or (i) the filing of the liquidated damages shall increase by an additional $0.05 per week per $1,000 Registration Statement in principal amount the case of Transfer Restricted Securities with respect clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the definition of Registration Event, (iii) the ability of the Holders to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid effect sales pursuant to the Holders entitled thereto, Registration Statement in the manner provided for case of clause (c) of the payment definition of interestRegistration Event, and (iv) the listing or inclusion and/or trading of the Common Stock on each Interest Payment Datean Approved Market, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement)case may be, in the case of clause (id) aboveof the definition of Registration Event. The amounts payable as liquidated damages pursuant to this Section 3(b) shall be payable in lawful money of the United States. Notwithstanding the foregoing, (2the Company will not be liable for the payment of liquidated damages described in this Section 3(b) upon for any delay in registration of Registrable Securities that would otherwise be includable in the effectiveness of an Exchange Offer Registration Statement with respect pursuant to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities Rule 415 solely as a result of a comment received from the Staff requiring a limit on the number of Registrable Securities included in such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities Registration Statement in order for which liquidated damages are due cease such Registration Statement to be Transfer Restricted Securitiesable to avail itself of Rule 415 as an “at the market offering,” or, all obligations of the Company to pay liquidated damages with respect to securities a Holder, if such Holder fails to provide to the Company information concerning the Holder and manner of distribution of the Holder’s Registrable Securities that is required by SEC Rules to be disclosed in a registration statement utilized in connection with the registration of the Registrable Securities. The provisions of this Section 3(b) shall survive until such time as such obligations with be the sole and exclusive remedy of a Holder in respect to such securities shall have been satisfied in fullof a Registration Event.

Liquidated Damages. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) any the Company fails to commence, accept tenders and, in the case of accepted tenders, issue Exchange Notes, under the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail fails to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages ("LIQUIDATED DAMAGES") to each Holder of Transfer Restricted Securities affected thereby for on each Interest Payment Date following the occurrence of a Registration Default. Liquidated Damages shall accrue from and after the date of each Registration Default, and continuing thereafter until such Registration Default has been cured or waived, in an amount equal to $.05 per week per $1,000 principal amount of the Transfer Restricted Securities during the first 90-day period immediately following the occurrence of the first such Registration Default, in an which amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of the Transfer Restricted Securities with respect to during each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages of $0.25 .40 per week per $1,000 in principal amount of the Transfer Restricted Securities; provided that the . The Company shall in no event be required to pay liquidated damages for more than one notify the Trustee within five Business Days after (i) each and every Registration Default at any given timeand (ii) the date such Registration Default has been so cured. All accrued liquidated damages Liquidated Damages shall be paid to Record Holders by the Holders entitled theretoCompany in New York, in the manner provided for the payment New York by wire transfer of interest, immediately available funds or by federal funds check on each Interest Payment DateDate following the occurrence of a Registration Default as provided in the Indenture. Following the cure or waiver of all Registration Defaults relating to any particular Transfer Restricted Securities, as more fully the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the Company set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement preceding paragraph that are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement, (iii) any the Exchange Offer has not been Consummated on or prior to within 30 Business Days after the Consummation Deadline Exchange Offer Registration Statement is first declared effective by the Commission or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within three business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within such time of non-effectiveness or non-usability three business day period (each such event referred to in clauses (i) through (iv), a “"Registration Default”"; provided, however, that (A) any failure to -------------------- file a Shelf Registration Statement as required by this Agreement shall not constitute a Registration Default unless and until such failure arises on or after the ninetieth (90th) day after the Closing Date and (B) any failure to have declared effective a Shelf Registration Statement as required by this Agreement shall not constitute a Registration Default unless and until such failure arises on or after the one hundred eightieth (180th) day after the Closing Date), then the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 .50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that . Notwithstanding the Company shall foregoing, Holders of Transfer Restricted Securities who do not provide in no event all material respects the information required in Sections 4(b) or 6(a)(ii) hereof will not be required entitled to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notessuch Liquidated Damages. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which All accrued liquidated damages are due cease shall be paid to be Transfer Restricted Securities, all the Global Noteholder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by mailing checks to their registered addresses on each Damages Payment Date. All obligations of the Company to pay liquidated damages and the Guarantors set forth in the preceding paragraph that are outstanding with respect to securities any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Liquidated Damages. If At any time after such termination, whether or not Landlord shall have collected any such current damages payable under any of the foregoing provisions of this Section 14, Landlord may elect to recover, and Tenant shall forthwith pay, as liquidated final damages in lieu of all such current damages beyond the date of such election, either (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount excess, if any, of the liquidated damages shall increase Minimum Annual Rent, additional rent and other charges as hereinbefore provided which would be payable hereunder from the date of such election (assuming that, for the purposes of this subsection (B), annual payments by an additional $0.05 per week per $1,000 in principal amount Tenant on account of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults Tax Excess and Operating Cost Excess would be the same as payments required for the immediately preceding twelve calendar months, or if lesser than twelve calendar months have been curedexpired since the Commencement Date, the Transfer Restricted Securities become freely tradable without registration under payments required for such lesser period projected to an annual amount) for what would be the Securities Act then unexpired Term of this Lease if the same remained in effect, over the then fair net rental value of the Leased Premises of the same period or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect amount equal to the Transfer Restricted Securitieslesser of (x) the Minimum Annual Rent, additional rent and other charges that would have been payable for the balance of the Term of this Lease had it not been terminated or (y) the aggregate of the Minimum Annual Rent, additional rent and other charges accrued in the twelve (12) months ended next prior to such termination without reduction for any free rent or other concession or abatement (plus, in the either case of under (iiix) above, or (4) upon y), the filing amount of a post-effective amendment to a Registration Statement or an Minimum Annual Rent, amounts for Tax Excess and Operating Cost Excess and additional Registration Statement that causes rents of any kind accrued and unpaid at the Exchange Offer Registration Statement with respect time of termination of this Lease). In the event this Lease is so terminated prior to the Transfer Restricted Securities (and/or, if applicable, expiration of the Shelf Registration Statement) to again be declared effective or made usable in firs: full year of the case Term of (iv) abovethis Lease, the liquidated damages payable with respect which Landlord may elect to recover pursuant to clause (ii)(y) of this subsection (B) shall be calculated as if such termination had occurred on the first anniversary of the Commencement Date. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the Transfer Restricted Securities as a result maximum allowed by any statute or rule of such clause (i)law in effect at the time when, (ii)and governing the proceedings in which, (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securitiesproved, all obligations whether or not the amount be greater than, equal to, or less than the amount of the Company loss or damages referred to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullabove.

Liquidated Damages. Subject to the terms and conditions of this Agreement, Borrower shall have the right prior to September 27, 2018 and upon sixty (60) calendar days’ advance written notice to Lender (a “Principal Reduction Notice”) to prepay in full the entire outstanding principal balance of the Revolving Credit, all accrued and unpaid interest thereon, all fees, costs, expenses and other amounts payable to Lender in connection with the Revolving Credit, and all other Obligations payable to Lender under this Agreement and the other Loan Documents. A Principal Reduction Notice shall be irrevocable when delivered to Lender, and if all Obligations are finally and indefeasibly paid to Lender in connection with such Principal Reduction Notice, the Revolving Credit shall be terminated and all obligations of Lender to extend credit to Borrower under the Revolving Credit shall terminate. If prior to September 27, 2018 (a) Borrower prepays all Obligations outstanding in full pursuant to the foregoing paragraph, or (b) pursuant to the terms of this Agreement or any other Loan Document, either (i) any Registration Statement required by this Agreement is not filed with Lender demands repayment of the Commission on outstanding Obligations in whole or prior to the applicable Filing Deadlinein part, or (ii) any repayment of the outstanding Obligations are otherwise accelerated in whole or in part, then (c) at the time of such Registration Statement has not been declared effective by the Commission on prepayment, repayment, demand or prior acceleration, and in addition to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary principal balance of the initial sale) cease Revolving Credit, all accrued and unpaid interest thereon, all fees, costs, expenses and other amounts payable to be effective or fail to be usable Lender in connection with resales of the Transfer Restricted Securities without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effectiveRevolving Credit, and only for such time of non-effectiveness or non-usability (each such event referred all other Obligations paid to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (Lender under this Agreement and the Guarantors agree to guarantee such payments) other Loan Documents, Borrower shall pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of such Registration Default, Lender in an amount equal to $0.05 per week per $1,000 in principal amount the Revolving Credit Limit multiplied by (i) two percent (2.00%) if such prepayment, repayment, demand or acceleration occurs prior to September 28, 2017, and (ii) one percent (1.00%) if such prepayment, repayment, demand or acceleration occurs on or after September 28, 2017. Lender and Borrower each hereby acknowledges and agrees that it would be impractical and extremely difficult to ascertain Lender’s actual damages from early termination of Transfer Restricted Securities held by such Holder for each week or portion thereof the Revolving Credit, and that the Registration Default continuesabove liquidated damages have been arrived at by mutual agreement of Lender and Borrower as to a reasonable calculation of Lender’s lost profits as a result of early termination of the Revolving Credit. The amount of Lender and Borrower each further hereby acknowledges and agrees that the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal provided above are intended to be fair and reasonable approximations of Lender’s actual damages from early termination of the Revolving Credit, are presumed to be the amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities sustained by Lender as a result of such clause (i)early termination, (ii)are reasonable under the circumstances currently existing, (iii) or (iv), as applicable, shall cease. Notwithstanding and that the fact that any securities for which liquidated damages are due cease not intended to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullpenalties.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within ninety (90) Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for effective within two (2) Business Days of filing such time of nonpost-effectiveness or non-usability effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for Liquidated Damages. Liquidated Damages shall accrue at an annual rate of 0.25% of the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in aggregate principal amount of Transfer Restricted Securities held by on the date of such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 Default, payable in principal amount of Transfer Restricted Securities with respect to each subsequent 90cash semi-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 annually in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, arrears on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the provisions of the prior paragraph, the Company may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued and, in the event the aggregate number of days in any consecutive 12-month period exceeds 30 days in the aggregate, then the Company will be obligated to pay liquidated damages to each Holder of the Transfer Restricted Securities in an amount equal to 0.25% per annum. Upon the Company declaring that the Shelf Registration Statement is usable after the period of time described in the preceding sentence, the accrual of liquidated damages shall cease; provided however, that if after any such cessation of the accrual of liquidated damages the Shelf Registration Statement again ceases to be usable beyond and the period permitted above, liquidated damages will again accrue pursuant to the foregoing provision. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Liquidated Damages. If (ia) any Registration Statement required by this Agreement is not filed with the Commission Company and the Subsidiary Guarantors fail to file on or prior to 135 days after the applicable Filing DeadlineClosing Date, (ii) any such Registration Statement has not been declared or cause to become effective by the Commission on or prior to 225 days after the applicable Effectiveness DeadlineClosing Date, (iii) any the Exchange Offer has Registration Statement or (b) the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement pursuant to either Section 4(a)(i) or (ii) and such Shelf Registration Statement is not been Consummated on filed within 135 days, or prior to declared effective within 225 days, of the Consummation Shelf Filing Deadline or (ivc) any the Company and the Subsidiary Guarantors fail to consummate the Exchange Offer within 45 days of the Exchange Offer Effective Date or (d) the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities without being succeeded immediately the periods required by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay (and the Guarantors agree to guarantee such payments) liquidated damages (“Liquidated Damages”) to each Holder of Transfer Restricted Securities affected thereby for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages Liquidated Damages shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages of $0.25 .20 per week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities; provided that . Notwithstanding the foregoing, the Company shall in no event not be required to pay liquidated damages for more than one Liquidated Damages to each Holder of Transfer Restricted Securities if the Registration Default arises from the failure of the Company to file, or cause to become effective, a Shelf Registration Statement within the time period required by Section 4 of this Agreement and such Registration Default is by reason of the failure of the Holders to provide the information regarding the Holder reasonably requested by the Company, FINRA or any other regulatory agency having jurisdiction over any of the Holders at any given timeleast 10 business days prior to such Registration Default. All accrued liquidated damages Liquidated Damages shall be paid by the Company on each Damages Payment Date to the Holders entitled theretoby wire transfer of immediately available funds or by federal funds check and to the Holders of certificated securities by mailing a check to such Holders’ registered addresses. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, in the manner provided for accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the payment of interest, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement preceding paragraph that are outstanding with respect to the any Transfer Restricted Securities (and/or, if applicable, Security at the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect time such security ceases to the be a Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full.

Liquidated Damages. If (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their obligations to Holders of Transfer Restricted Securities under Section 2 and/or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) any the Exchange Registration Statement required by this Agreement is not filed with the Commission SEC on or prior to the applicable Exchange Filing DeadlineDate or the Shelf Registration is not filed on or prior to Shelf Filing Date, (ii) any such the Exchange Offer Registration Statement has or the Shelf Registration Statement, as the case may be, is not been declared effective by the Commission Exchange Effectiveness Date or the Shelf Effectiveness Date, as the case may be, (iii) the Exchange Offer Registration is not consummated on or prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not been Consummated on or prior to Consummation Date (other than in the Consummation Deadline event the Issuers file a Shelf Registration), or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective by the Shelf Effectiveness Date but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail (at any time that the Issuers are obligated to be usable in connection with resales of maintain the Transfer Restricted Securities effectiveness thereof) without being succeeded immediately within 45 days by a post-effective amendment to such or an additional Registration Statement that cures such failure filed and that is itself immediately declared effective, and only for such time of non-effectiveness or non-usability effective by the SEC (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees Issuers will be obligated to pay (and the Guarantors agree to guarantee such payments) liquidated damages to each Holder of Transfer Restricted Securities affected thereby for the first 90-day period immediately following the occurrence of by such Registration Default, in an amount equal to during the period of one or more such Registration Defaults, at a rate of $0.05 .192 per full or partial week per $1,000 in principal amount of Notes constituting Transfer Restricted Securities held by such Holder for each week until (i) the applicable Registration Statement is filed, (ii) the Exchange Registration Statement is declared effective or portion thereof that the Shelf Registration Default continuesis declared effective, (iii) the Exchange Offer Registration is consummated or (iv) the Shelf Registration again becomes effective, as the case may be. The amount Following the cure of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been curedDefaults, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount accrual of liquidated damages of $0.25 per week per $1,000 will cease. Notwithstanding anything to the contrary in principal amount of Transfer Restricted Securities; provided that this Section 3(a), the Company Issuers shall in no event not be required to pay liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully representations set forth in the Indenture and third paragraph of Section 2 or the Notes. Notwithstanding anything second to the contrary set forth herein, (1) upon filing last paragraph of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullSection 6.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) any the Exchange Offer has not been Consummated on or prior to within 30 Business Days after the Consummation Deadline Exchange Offer Registration Statement is first declared effective by the Commission or (iv) subject to Section 6(c)(i) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease ceases to be effective or fail fails to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then then, subject to Section 4(b), the Company hereby agrees to pay (and the Guarantors hereby jointly and severally agree to guarantee such payments) liquidated damages pay to each Holder of Transfer Restricted Securities affected thereby for liquidated damages ("Liquidated Damages"), with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, in an amount equal to $0.05 a per week per $1,000 in annum rate of 0.50% on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuesHolder. The amount of Liquidated Damages described in the liquidated damages preceding sentence shall increase by an additional $0.05 per week per $1,000 in principal amount annum rate of Transfer Restricted Securities 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of liquidated damages Liquidated Damages for all Registration Defaults of $0.25 2.00% per week per $1,000 in annum on the principal amount of Notes constituting Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages Liquidated Damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an the Exchange Offer with respect to the Transfer Restricted SecuritiesOffer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.with

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

Liquidated Damages. a. If (i) any Registration Statement required by this Agreement is not filed Installation Services are authorized in accordance with the Commission on Contract, and CONTRACTOR shall fail or prior refuse to achieve the applicable Filing Deadlinespecified Project milestones such as Substantial Completion Date, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineFinal ECM Acceptance, (iii) any Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and/or Final Project Notification Approval, CONTRACTOR and declared effective but shall thereafter (and before the second anniversary CONTRACTOR’s surety agree, as a part of the initial sale) cease to be effective or fail to be usable in connection with resales consideration for execution of the Transfer Restricted Securities without being succeeded immediately this Contract and any amendments thereto by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effectiveDCAMM, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay (and DCAMM the Guarantors agree amounts set forth in any amendment or Notice to guarantee such payments) Proceed authorizing Installation Services, not as a penalty but as liquidated damages to each Holder cover certain losses, expenses, and damages of Transfer Restricted Securities affected thereby the Commonwealth for such breach of this Contract as set forth herein. CONTRACTOR acknowledges that Project delays will cause disruption of DCAMM’s and FACILITY’s operations that will result in additional costs to DCAMM and FACILITY, all related to (without limitation): the personnel coordination necessary for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount timely installation of the liquidated damages New Equipment/Systems at the Premises (including direct administrative, professional, rental, storage, moving, transportation and other costs); loss of productivity and efficiency and duplication of effort of FACILITY and of employees and contractors engaged by FACILITY and DCAMM; additional compensation to DCAMM consultants and/or contractors for extended or additional services on the Project; and loss of Energy Savings and/or utility incentive and/or rebate funds. Accordingly, CONTRACTOR and DCAMM shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, agree upon the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstanding, up to a maximum amount assessment of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securitiesthe event that Substantial Completion and/or Final ECM Acceptance for all or certain identified ECM’s and/or Final Project Notification Approval is not achieved on or before the agreed upon date(s); provided that the Company shall in no event be required to pay dates for Substantial Completion, Final ECM Acceptance, and/or Final Project Notification Approval and liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall amounts will be paid to the Holders entitled thereto, in the manner provided for the payment of interest, on each Interest Payment Date, as more fully set forth in an amendment to this Contract and/or Notice to Proceed authorizing Installation Services. Such liquidated damages will be fixed and agreed upon because of the Indenture impracticality and extreme difficulty of fixing and ascertaining the actual damages DCAMM and the Notes. Notwithstanding anything to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), Commonwealth would in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the Transfer Restricted Securities, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullevent sustain.

Liquidated Damages. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) any the Exchange Offer has not been Consummated on or prior to within 30 Business Days after the Consummation Deadline Effectiveness Target Date or (iv) subject to the provisions of Section 6(c)(i) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter (and before the second anniversary of the initial sale) cease to be effective or fail to be usable in connection with resales of the Transfer Restricted Securities for its intended purpose without being succeeded immediately within two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately declared effective, and only for such time of non-effectiveness or non-usability (each such event referred to in clauses (i) through (iv), a “"Registration Default”" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then the Company hereby agrees to pay (Issuers and the Guarantors hereby jointly and severally agree to guarantee such payments) pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby which, in addition to the base interest that would otherwise accrue on the Securities, shall accrue at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence 90 days of such Registration Default, in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall Period, and will increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, the Transfer Restricted Securities become freely tradable without registration under the Securities Act or no Transfer Restricted Securities are outstandingperiod, up to a maximum amount of liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that 2.00% for the Company shall in no event be required to pay liquidated damages for more than one remaining Registration Default at any given timePeriod. All accrued liquidated damages shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment Issuers by wire transfer of interest, immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully set forth provided in the Indenture and applicable Indenture. Following the Notes. Notwithstanding anything cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of an Exchange Offer with respect to the any particular Transfer Restricted Securities, in the case accrual of (iii) above, or (4) upon the filing of a post-effective amendment to a Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement with respect to the Transfer Restricted Securities (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company to pay liquidated damages with respect to securities such Transfer Restricted Securities will cease. All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.