Common use of Liquidated Damages Clause in Contracts

Liquidated Damages. (a) If the Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 180th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement210th day following the Issue Date or, if that day is not a Business Day, the Company next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Exchange Offer Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof; provided that, such date shall pay be extended until the date which is 60 days following the date upon which audited financial statements for the year ended December 31, 2005 first become available, to the Purchaser extent that the Exchange Offer Registration Statement is prevented from being declared effective due to Parent’s (or the applicable Issuer’s) inability to produce five years of selected financial information as required by Item 301 of Commission Regulation S-K, (iii) the Exchange Offer is not consummated within 30 Business Days, or if that day is not a Business Day, the next day that is a Business Day, after the Exchange Offer Registration Statement was declared effective by the Commission, or longer if required by federal securities laws; or (iv) the Shelf Registration Statement is required to be filed but (A) is not declared effective on or prior to 90 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day; provided that, the Issuers’ obligations to have the Shelf Registration Statement declared effective shall be suspended until the date which is 60 days following the date upon which audited financial statements for the year ended December 31, 2005 first become available, to the extent that the Shelf Registration Statement is prevented from being declared effective due to Parent’s (or the applicable Issuer’s) inability to produce five years of selected financial information as required by Item 301 of Commission Regulation S-K or (B) is declared effective by such date but thereafter ceases to be effective or usable at any time prior to the second anniversary of its effective date, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof; provided, further, that such two year period shall be extended by the aggregate number of days of all Delay Periods (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. Liquidated Damages shall not accrue with respect to Notes that are not Registrable Notes. (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in the manner provided for the payment of interest in the Indenture on each December 15 and June 15 (each a “Damages Payment Date”), as more fully set forth in the Indenture and the Notes, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. (a) If the If: (i) neither a WKSI Prospectus Supplement or a New Shelf Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, Commission prior to or on the Company shall pay to Initial Filing Deadline; (ii) in the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such event a New Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of such New Shelf Registration Statement has not been declared effective under the total purchase price of the Shares purchased Securities Act by the Purchaser pursuant Commission prior to this Agreement. Such liquidated damages shall be payable monthly in cash.or on the Effectiveness Target Date; (biii) If the except as provided in Section 4(b)(i) hereof, at any time after a WKSI Prospectus Supplement is filed or, if a New Shelf Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from filed and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of any time after the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly Effectiveness Target Date, and in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant each case prior to the Registration Statement, by reason end of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, the applicable Shelf Registration Statement and Prospectus shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") Business Days by filing a new prospectus supplement, a new Shelf Registration Statement, a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th day of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360-day period or an aggregate of 45 days in any 90-day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Company shall hereby agrees to pay as liquidated damages (“Liquidated Damages”) with respect to any Debentures that are Registrable Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate: (A) with respect to the Holderfirst 90-day period during which a Registration Default shall have occurred and be continuing, as defined belowequal to 0.25% per annum of the original principal amount of the Debentures, and (B) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the original principal amount of the Debentures; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the original principal amount of the Debentures. Following conversion of any Debentures Liquidated Damages cease to accrue and no Liquidated Damages will accrue with respect to the Underlying Common Stock. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders of any Registrable Security by the Company on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check; provided that any Liquidated Damages accrued with respect to any Registrable Security called for redemption on a redemption date prior to the Damages Payment Date shall be paid instead to the Holder who submitted such Registrable Security on the applicable redemption date. Following the cure of all Registration Defaults relating to any particular Registrable Security, the accrual of Liquidated Damages with respect to such Registrable Security will cease. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such Cure Period has expired, liquidated damages (security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in addition to full. The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) or (b) Holders of this Agreement), Registrable Securities for the period from such Registration Default and including the first business day following such Lapse until, but excluding, the earlier each Holder of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages Registrable Security shall be payable monthly in cashentitled to receive Liquidated Damages if such Holder has complied with the requirements of Section 2(b) hereof.

Liquidated Damages. If (ai) If any of the Registration Statement Statements required by this Agreement is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) on or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until before the date on which specified for such filing, (ii) any of such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days of the Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is declared effective but thereafter ceases to be effective or usable for its intended purpose during the period provided under Section 1.2 specified herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors jointly and severally agree to pay liquidated damages for such Registration Default (“Liquidated Damages”) to each Holder of this AgreementTransfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of the first 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. 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, up to a maximum amount of Liquidated Damages of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing orShelf Registration Statement), in the event case of a review of the Registration Statement by the Commission(i) above, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c2) If upon the effectiveness of the Exchange Offer Registration Statement lapses or sales (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Shares can not be made pursuant to Exchange Offer, in the Registration Statementcase of (iii) above, by reason or (4) upon the filing of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, a supplement the Liquidated Damages payable with respect to the prospectus included in the Registration Statement or Transfer Restricted Securities as a report filed with the Commission pursuant to Section 13(aresult of such clause (i), 13(c(ii), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(aiii) or (b) of this Agreementiv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the period from payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashNotes.

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the SEC or designated as such by the Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then liquidated damages (“Liquidated Damages”) shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period provided under Section 1.1 from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall pay not have filed a supplement to the Purchaser liquidated damages Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (in addition to the remedy available to the Purchaser under Sections 1.3(bx) or (c) y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount of this Agreement) the Notes at a rate equal to 0.25% per annum for the first 90-day period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedEffectiveness Deadline, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by Notes; (iii) following the Purchaser Effective Date, (A) the Company fails to make any filing required pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (bSection 2(a)(iii) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay hereof prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Filing Deadline applicable thereto, or (cB) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement filing is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Liquidated Damages shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; (iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and (a) the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Liquidated Damages shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; or (b) any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Liquidated Damages shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; or (v) if the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Liquidated Damages will accrue on the principal amount of Notes held by such Holder at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes held by such Holder; provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Notes; and provided further that Liquidated Damages on the principal amount of the Notes as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon the filing of a supplement to the prospectus included Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or a report filed with usable for resales again becomes effective and usable for resales (in the Commission pursuant case of clause (iv)(a) above); (5) upon such time as the Shelf Registration Statement which had ceased to Section 13(aremain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iv)(b) above), 13(c), 14 or 15(d; or (6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at upon the time such Cure Period has expired, liquidated damages Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in addition to the remedy available to the Purchaser under Sections 1.3(acase of clause (v) or (b) above). Any amounts of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 2(e) will be payable monthly in cashcash on the next succeeding interest payment date to Holders entitled to receive such Liquidated Damages on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue to holders of shares of Common Stock issued upon conversion of Notes. If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, the Company will prorate the Liquidated Damages payable with respect to such Note.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (ii) subject to the provisions of Section 4(b)(i) hereof, the Shelf Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness PeriodPeriod and after the Effectiveness Target Date, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") five Business Days by a post-post- effective amendment to the Registration Statement, a supplement to the prospectus included in the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the Company shall case of a post-effective amendment, is itself immediately declared effective; or (iii) prior to or on the 45th or 75th day, as the case may be, of any Suspension Period, such suspension has not been terminated, (each such event referred to in foregoing clauses (i) through (iii), a "Registration Default"), the Issuer hereby agrees to pay liquidated damages ("Liquidated Damages") with respect to the HolderTransfer Restricted Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured: (A) in respect of the Debentures, as defined belowto each holder of Debentures, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.25% of the principal amount of the then outstanding and not converted Debentures, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.50% of the principal amount of the then outstanding and not converted Debentures; provided that in no event shall the aggregate Liquidated Damages pursuant to this clause (A) and clause (B) accrue at a rate per year exceeding 0.50% of the sum of the principal amount of the then outstanding and not converted Debentures plus the principal amount of the converted Debentures; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Debentures, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, in an amount per year equal to 0.25% of the principal amount of the converted Debentures, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to 0.50% of the principal amount of the converted Debentures; provided that in no event shall the aggregate Liquidated Damages pursuant to this clause (B) and clause (A) above accrue at a rate per year exceeding 0.50% of the sum of the principal amount of the outstanding and not converted Debentures plus the principal amount of the then converted Debentures. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Issuer on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Debenture or share of Common Stock, the accrual of Liquidated Damages with respect to such Debenture or share of Common Stock will cease. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such Cure Period has expired, liquidated damages (security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in addition to full. The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) or (b) Holders of this Agreement), Transfer Restricted Securities for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashRegistration Default.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement is not filed within with the period provided under Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) subject to the provisions of Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not filed and declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") five Business Days by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the Company shall case of a post-effective amendment, is itself immediately declared effective; or (iv) prior to or on the 45th, 60th or 90th day, as the case may be, of any Suspension Period, such suspension has not been terminated; (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Issuer hereby agrees to pay liquidated damages (“Liquidated Damages”) from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured in respect of the Notes, to each holder of Notes, (x) with respect to the Holderfirst 90-day period during which a Registration Default shall have occurred and be continuing, as defined belowin an amount per year equal to an additional 0.25% of the principal amount of the Notes and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.50% of the principal amount of the Notes; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the principal amount of the Notes. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Issuer on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Note, the accrual of Liquidated Damages with respect to such Note will cease. In no event shall Liquidated Damages be paid to any Holder of a Note that has converted such Note into Common Stock. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such Cure Period has expired, liquidated damages (security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in addition full. A Holder shall only be entitled to Liquidated Damages pursuant to Section 3(a)(iii) or Section 3(a)(iv) if such Holder shall have returned a completed questionnaire to the Issuer, together with such other information as the Issuer may reasonably request. The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) or (b) Holders of this Agreement), Notes for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashRegistration Default.

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the SEC or designated as such by the Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then liquidated damages (“Liquidated Damages”) shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period provided under Section 1.1 from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall pay not have filed a supplement to the Purchaser liquidated damages Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (in addition to the remedy available to the Purchaser under Sections 1.3(bx) or (c) y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount of this Agreement) the Securities at a rate equal to 0.25% per annum for the first 90-day period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedEffectiveness Deadline, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by Securities; (iii) following the Purchaser Effective Date, (A) the Company fails to make any filing required pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (bSection 2(a)(iii) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay hereof prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Filing Deadline applicable thereto, or (cB) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement filing is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (v) any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; or (vi) if the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Liquidated Damages will accrue on the principal amount of Securities held by such Holder at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities held by such Holder; provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Securities; and provided further that Liquidated Damages on the principal amount of the Securities as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon the filing of a supplement to the prospectus included Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or a report filed usable for resales again becomes effective and usable for resales (in the case of clause (iv) above); (5) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or (6) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the Commission case of clause (vi) above). Any amounts of Liquidated Damages due pursuant to Section 13(a)2(e) will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Liquidated Damages on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, 13(c)in no event shall Liquidated Damages accrue to holders of Common Shares issued upon conversion of Notes. If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay will prorate the Liquidated Damages payable with respect to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashNote.

Liquidated Damages. (a) If The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Subsidiary Guarantor fails to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the applicable Registration Statement is not filed with the Commission on or prior to 60 days after the Issue Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the period provided under Section 1.1 Issue Date (or in the case of this Agreementa Shelf Registration Statement required to be filed in response to a change in applicable law or interpretations thereof by the Commission's staff, if later, within 45 days after publication of the change in law or interpretation), (iii) the Registered Exchange Offer is not consummated on or prior to 210 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 180 days after the Issue Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in applicable law or interpretations thereof by the Commission's staff, if later, within 45 days after publication of the change in law or interpretation) but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 45 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall and the -------------------- Subsidiary Guarantor will be jointly and severally obligated to pay to the Purchaser liquidated damages to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $ 0.192 per week per $1,000 of principal amount of Transfer Restricted Securities held by such Holder until (in addition to i) the remedy available to applicable Registration Statement is filed, (ii) the Purchaser under Sections 1.3(bExchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (civ) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of this Agreementall Registration Defaults, the accrual of liquidated damages will cease. As used herein, the term "Transfer Restricted Securities" means (i) for the period from and including the first business day following 30 days after the Closing each Security until the date on which such Registration Statement is filed, at Security has been exchanged for a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, freely transferable Exchange Security in the event of a review of the Registration Statement by the CommissionRegistered Exchange Offer, the first business day following 90 days after the Closing until, but excluding (ii) each Security or Private Exchange Security until the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points it has been effectively registered under the Securities Act and disposed of in accordance with the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 (iii) each Security or 15(d) of the Securities Private Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) Security until the date on which such failure it is cured and (2) distributed to the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Agreement. Such Section 3(a), the Company and the Subsidiary Guarantor shall not be required to pay liquidated damages shall to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be payable monthly in cashprovided by it, if any, pursuant to Section 4(n).

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementSEC or designated as such by the Parent, the Company shall pay as applicable, on or prior to the Purchaser Filing Deadline, then liquidated damages (in addition “Liquidated Damages” ) shall accrue on the principal amount of the Notes at a rate equal to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) 0.25% per annum for the first 60-day period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedFiling Deadline, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Notes; (bii) If the (x) a Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 SEC, or (y) if the Issuers and the Parent shall have designated a previously filed and effective Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company Issuers and the Parent shall pay not have filed a supplement to the Purchaser liquidated damages Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (in addition to the remedy available to the Purchaser under Sections 1.3(ax) or (c) y), on or prior to the Effectiveness Deadline, then Liquidated Damages shall accrue on the principal amount of this Agreement) the Notes at a rate equal to 0.25% per annum for the first 60-day period from and including the first business day following 60 days after the Closing orsuch Effectiveness Deadline, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Notes; (ciii) If following the effectiveness Effective Date, a Shelf Registration Statement is filed and has become effective under the Securities Act, but then ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration StatementRegistrable Securities, by reason other than as a result of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by requirement to file a post-effective amendment to the Registration Statement, a or supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant Prospectus to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay make changes to the Holderinformation regarding selling securityholders or the plan of distribution provided for therein, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which Parent does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such failure is cured and Suspension Period), or (2) if any Suspension Period or Periods, when aggregated, exceed 45 days (or, if applicable, 60 days) in any three-month period or 90 days (or, if applicable, 120 days) in any 12-month period, then, commencing with the date 46th day (or, if applicable, the 61st day) in such three-month period or the 91st day (or, if applicable, the 121st day) in such 12-month period, as the case may be, then Liquidated Damages shall accrue on which the Effectiveness Period expiresprincipal amount of the Notes at a rate equal to 0.25% per annum for the first 60-day period from the day following the 45th or 90th day, as the case may be, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased Notes (each of the events described in clauses (i) through (iii) above, a “Registration Default”); provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Notes; and still held by provided further that Liquidated Damages on the Purchaser principal amount of the Notes as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); or (3) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iii) above). Any amounts of Liquidated Damages due pursuant to Section 2(e) will be payable in cash on the next succeeding interest payment date to Holders on the relevant record dates for the payment of interest. Liquidated Damages on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue to holders of Common Shares issued upon exchange of Notes. Such liquidated damages If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, the Issuers and the Parent will prorate the Liquidated Damages payable with respect to such Note. The Issuers shall be payable monthly in cashprovide the Trustee prompt written notice of any Registration Default giving rise to the payment of Liquidated Damages and of the cure of any such Registration Default such that Liquidated Damages have ceased to accrue.

Liquidated Damages. (a) If The Issuers and the Registration Statement Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer is not filed within consummated on or prior to the period provided under Section 1.1 of this Agreement270th day following the Issue Date, or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day; or (bii) If the Shelf Registration Statement is required to be filed but is not declared effective within the time period provided under specified in Section 1.2 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of this AgreementSection 5 hereof), (each such event referred to in clauses (i) and (ii) a “Registration Default”), additional interest in the Company shall pay to form of additional cash interest (“Liquidated Damages”) will accrue on the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) affected Registrable Notes. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Liquidated Damages of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which the Effectiveness Period expires, at such Registrable Note ceases to be a rate per week equal to twenty-five basis points Registrable Note or otherwise become freely transferable by Holders other than Affiliates of the total purchase price Issuers without further registration under the Securities Act. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Liquidated Damages for such subsequent Registration Default shall initially be 0.25% regardless of the Shares purchased rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and still held shall increase in the manner and be subject to the maximum Liquidated Damages rate contained in the preceding sentence. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each January 1 and July 1 (each a “Liquidated Damages Payment Date”), commencing with the first such date occurring after any such Liquidated Damages commences to accrue, to Holders to whom regular interest is payable on such Liquidated Damages Payment Date with respect to Notes that are Registrable Notes. The amount of Liquidated Damages for each Registrable Note will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of such Registrable Note outstanding on the Liquidated Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Liquidated Damages Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementSEC on or prior to August 10, the Company shall pay 1998, then, with respect to the Purchaser first quarter immediately following such date, liquidated damages (in addition "Liquidated Damages") shall accumulate on the liquidation preference of the Preferred Securities at a rate of 0.25% per annum, and with respect to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from second quarter thereafter and including the first business day all subsequent quarters following 30 days after the Closing until the date on which such Registration Statement is fileddate, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.0.50% per annum; (bii) If the a Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this Agreement, the Company shall pay SEC on or prior to the Purchaser liquidated damages (in addition 90th day after the Eligibility Date, then, with respect to the remedy available first quarter immediately following such date, Liquidated Damages shall accumulate on the liquidation preference of the Preferred Securities at a rate of 0.25% per annum, and with respect to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from second quarter thereafter and including the first business day all subsequent quarters following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effectivedate, at a rate per week equal to twenty-five basis points 0.50% per annum; (iii) a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or the Prospectus usable for resales (A) at any time prior to the expiration of the total purchase price of Effectiveness Period and (B) if related to corporate developments, public filings with the Shares purchased by SEC or similar events or to correct a material misstatement or omission in the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly Prospectus contained in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Shelf Registration Statement, by reason of a stop order from for more than 75 days (whether or not consecutive) in any twelve-month period, then, with respect to the Commission first quarter immediately following the day or any other reason outside 76th day, as the case may be, such Shelf Registration Statement ceases to be effective or the Prospectus usable for resales, Liquidated Damages shall accumulate on the liquidation preference of the control Preferred Securities at a rate of the Purchaser (in either case0.25% per annum, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment and with respect to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from second quarter thereafter and including the first business day all subsequent quarters following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expiresday, at a rate per week equal to twenty-five basis points 0.50% per annum; or (iv) if the Securities are not approved for listing on the New York Stock Exchange on or prior to the 90th day after the Eligibility Date, then, with respect to the first quarter immediately following such date, Liquidated Damages shall accumulate on the liquidation preference of the total purchase price Preferred Securities at a rate of 0.25% per annum, and with respect to the second quarter thereafter and all subsequent quarters following such date, at a rate equal to 0.50% per annum; PROVIDED, HOWEVER, that the Liquidated Damages rate on the liquidation preference of the Shares purchased Preferred Securities may not exceed in the aggregate 0.50% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of a Shelf Registration Statement (in the case of clause (ii) above), (3) upon such time as the Shelf Registration Statement which had ceased to remain effective or the Prospectus usable for resales again becomes effective and still held by usable for resales (in the Purchaser case of clause (iii) above), or (4) upon such time as the Securities are approved for listing on the New York Stock Exchange, Liquidated Damages on the liquidation preference of the Preferred Securities as a result thereof shall cease to accumulate. Any amounts of Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 2(d)(i), (ii), (iii) or (iv) above will be payable monthly in cashcash on the next succeeding February 15, May 15, August 15 and November 15, as the case may be, to Holders on the relevant record dates for the payment of dividends.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement is not filed within with the period Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective under the Securities Act by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided under in Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filedfiled and declared effective but, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days any time after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point Effectiveness Target Date and during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") Business Days by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th day of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360-day period or an aggregate of 45 days in any 90-day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Company shall hereby agrees to pay as liquidated damages (“Liquidated Damages”) with respect to any Debentures that are Registrable Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate: (A) with respect to the Holderfirst 90-day period during which a Registration Default shall have occurred and be continuing, as defined belowequal to 0.25% per annum of the original principal amount of the Debentures, and (B) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the original principal amount of the Debentures. provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the original principal amount of the Debentures. Following conversion of any Debentures Liquidated Damages cease to accrue and no Liquidated Damages will accrue with respect to the Underlying Common Stock. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders of any Registrable Security by the Company on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check; provided that any Liquidated Damages accrued with respect to any Registrable Security called for redemption on a redemption date prior to the Damages Payment Date shall be paid instead to the Holder who submitted such Registrable Security on the applicable redemption date. Following the cure of all Registration Defaults relating to any particular Registrable Security, the accrual of Liquidated Damages with respect to such Registrable Security will cease. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such Cure Period has expired, liquidated damages (security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in addition to full. The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) or (b) Holders of this Agreement), Registrable Securities for the period from such Registration Default and including the first business day following such Lapse until, but excluding, the earlier each Holder of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages Registrable Security shall be payable monthly in cashentitled to receive Liquidated Damages if such Holder has complied with the requirements of Section 2(b) hereof.

Liquidated Damages. (a1) If If: (i) the Initial Registration Statement is not filed within on or prior to its Filing Date (if the period provided Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)) (each such failure, a “Filing Failure Event” and the date on which such Filing Event occurs, the “Filing Failure Event Date”) or (ii) a Registration Statement registering for resale in the United States all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement (each such failure, an “Effectiveness Failure Event” and the date on which such Effectiveness Failure Event occurs, the “Effectiveness Failure Event Date”), then, in addition to any other rights the Holders may have hereunder or under Section 1.1 applicable law, (X) on each such Filing Failure Event Date and on each trading day following such Filing Failure Event Date (if the applicable Filing Failure Event shall not have been cured by such date) until the earlier of this Agreement(x) 180 days following the date hereof or (y) the date the applicable Filing Failure Event is cured, the Company shall pay to the Purchaser each Holder an amount in cash, as partial liquidated damages (in addition and not as a penalty, equal to the remedy available to product of 0.1% multiplied by the Purchaser then outstanding Principal Amount in Debentures held by such Holder, in connection with a Filing Failure Event under Sections 1.3(bclause (i), and (Y) on each such Effectiveness Failure Event Date and on each trading day following such Effectiveness Failure Event Date (if the applicable Effectiveness Failure Event shall not have been cured by such date) until the earlier of (x) 180 days following the date hereof or (cy) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement the applicable Effectiveness Failure Event is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreementcured, the Company shall pay to the Purchaser each Holder an amount in cash, as partial liquidated damages (in addition and not as a penalty, equal to the remedy available product of 0.1% multiplied by the then outstanding Principal Amount in Debentures held by such Holder, in connection with an Effectiveness Failure Event under clause (ii). (2) If (i) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing orSecurities Act, in the event of a review within five Trading Days of the Registration Statement date that the Company is notified (orally or in writing, whichever is earlier) by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which Commission that such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can will not be made pursuant “reviewed” or will not be subject to further review, or (ii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by reason of a stop order from the Commission or any other reason outside in respect of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured Registration Statement within ten (10) business calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iii) after the "Cure Period") by effective date of a post-effective amendment to the Registration Statement, a supplement such Registration Statement ceases for any reason to the prospectus remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Registration Statement or a report filed with Holders are otherwise not permitted to utilize the Commission pursuant Prospectus therein to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures resell such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement)Registrable Securities, for the 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 from (any such failure or breach being referred to as an “Event”, and including the first business day following such Lapse until, but excluding, the earlier for purposes of clause (1i) the date on which such failure five (5) Trading Day period is cured exceeded, and for purpose of clause (2ii) the date which such ten (10) calendar day period is exceeded, 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 “Event Date”), then, in addition to any other rights the Effectiveness Period expiresHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 0.10% multiplied by the aggregate Principal Amount of Debentures held by such Holder pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (3) If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per week equal annum (or such lesser maximum amount that is permitted to twenty-five basis points of be paid by applicable law) to the total purchase price of Holder, accruing daily from the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such date such partial liquidated damages shall be payable monthly are due until such amounts, plus all such interest thereon, are paid in cashfull.

Liquidated Damages. (a) If Notwithstanding any postponement of effectiveness pursuant to Section 2(a) hereof, if (i) on or prior to the 120th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 210th day following the Closing Date, such Shelf Registration Statement is not filed within declared effective by the period provided under Section 1.1 of this AgreementCommission (each, the Company a “Registration Default”), Host REIT shall be required to pay to the Purchaser liquidated damages (“Liquidated Damages”), from and including the day following such Registration Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Debentures, 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 Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective or usable other than as a result of a Suspension Period (or the Holders of Registrable Securities are otherwise prevented or restricted by Host REIT from effecting sales pursuant thereto) (an “Effective Failure”) for more than 10 business days and Host REIT does not restore effectiveness or Host REIT does not terminate a Suspension Period by the 30th day in addition any 90-day period or if suspension exceeds 90 days in any 360-day period, then Host REIT shall pay Liquidated Damages at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Debentures from the day following the 10th business day day following the date that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by Host REIT from effecting sales pursuant thereto) or on the 31st or 91st day, as the case may be, in the case of a Suspension Period, for a period of 90 days, and thereafter shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%), until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which Host REIT has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the applicable period, as the case may be, shall not be included. (c) In the event Host REIT fails to file a post-effective amendment to the remedy available Shelf Registration Statement when required hereunder, or the post-effective amendment is not declared effective, within ten business days following the filing of such post-effective amendment, Host REIT shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%) of the Purchaser under Sections 1.3(bprincipal amount of the Debentures from and including the date of such Registration Default until such time as such Registration Default is cured. (d) Any amounts to be paid as Liquidated Damages pursuant to paragraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid in cash semi-annually in arrears, with the first business day semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after the Closing until the date on which of such Registration Statement is filedDefault or Effective Failure, at a rate per week equal to twenty-five basis points as applicable. Such Liquidated Damages will accrue (1) in respect of the total purchase price of Debentures at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this AgreementSection 7, as applicable, on the principal amount of the Debentures and (2) for in respect of the period from and including Host REIT Common Stock issued upon exchange of the first business day following 60 days after Debentures, at the Closing orrates set forth in paragraphs (a), (b) or (c) of this Section 7, as applicable, applied to the Exchange Price (as defined in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, Indenture) at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashthat time. (ce) If Except as provided in Section 8(b) hereof, the effectiveness of Liquidated Damages as set forth in this Section 7 shall be the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) Holders of Registrable Securities for such Registration Default or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal Effective Failure. In no event shall Host REIT be required to twenty-five basis points pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist.

Liquidated Damages. (a) If The Issuer and the Registration Statement is not filed within Initial Purchasers agree that the period provided Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 1.1 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of this Agreementsuch damages with precision. Accordingly, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Issuer agrees that if: (bi) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date (the "Effectiveness Deadline") or, if that day is not a Business Day, the Company shall pay next day that is a Business Day, (ii) the Exchange Offer is not consummated on or prior to the Purchaser earlier of the 30th Business Day following the Effectiveness Deadline or the 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iii) the Shelf Registration Statement is required to be filed but is not declared effective by the later of 180 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day, or is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iii) a "Registration Default"), liquidated damages in the form of additional cash interest (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 0.50% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuer without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each January 15 and July 15 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. (a) If the Registration Statement is not filed within the period provided under Section 1.1 of this AgreementThe Issuer, the Company shall Guarantor and the Initial Purchasers agree that the Holders of Transfer Restricted Securities 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 damages. Accordingly, in the event of such failure by the Issuer or the Guarantor to fulfill such obligations, the Issuer hereby agrees to pay to the Purchaser liquidated damages (in addition "Liquidated Damages") to each Holder of Transfer Restricted Securities under the circumstances and to the remedy available extent set forth below: If (i) on or prior to 90 days following the Issue Date, a Shelf Registration Statement has not been filed with the SEC, or (ii) on or prior to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 150th day following 30 days after the Closing until Issue Date (the date on which "Effectiveness Target Date") such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Shelf Registration Statement is not declared effective within (each, a "Registration Default"), additional interest will accrue on the period provided under Section 1.2 of this AgreementConvertible Debentures and, accordingly, additional distributions will accrue on the Company shall pay to the Purchaser liquidated damages (Convertible Preferred Securities, in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period each case from and including the first business day following 60 days after the Closing orsuch Registration Default. Liquidated Damages will be paid quarterly in arrears, in the event of a review of the Registration Statement by the Commission, with the first business day quarterly payment due on the first interest or distribution payment date, as applicable, following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effectiveLiquidated Damages begin to accrue, and will accrue at a rate per week annum equal to twentyan additional one-five basis points quarter of one percent (0.25%) of the total purchase price principal amount or 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 Registration Default. The curing of any Registration Default will reset the rate at which Liquidated Damages begin to accrue for any subsequent new Registration Default to a rate per annum equal to an additional one-quarter of one percent (0.25%) of the Shares purchased principal amount or 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 Statement ceases to be effective during the 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 Purchaser Convertible Debentures and the distribution rate borne by the Convertible Preferred Securities will each increase by an additional one quarter of one percent (0.25%) per annum from such 91st or 121st day, as applicable, until such time as (i) the Shelf Registration Statement again becomes effective or (ii) the Effectiveness Period expires. (b) The Issuer shall promptly notify the Trustee after each and every date on which a Registration Default first occurs. Accrued and unpaid Liquidated Damages shall be paid by the Issuer to the Holders in the same manner dividends are made pursuant to this Agreementthe Declaration or by wire transfer of immediately available funds to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each interest payment date provided in the Indenture (whether or not any interest is then payable on the Convertible Debentures) and on each payment date provided in the Indenture including, without limitation, whether upon redemption, maturity (by acceleration or otherwise), purchase upon a change of control or purchase upon a sale of assets (subject to the Guarantor's right to defer the payment of Liquidated Damages during any Extension Period (as defined in the Indenture)). Such liquidated damages Each obligation to pay Liquidated Damages with respect to any Registration Default shall be payable monthly deemed to commence accruing on the date of such Registration Default and to cease accruing when such Registration Default has been cured. In no event shall the Issuer pay Liquidated Damages in cashexcess of the applicable maximum weekly amount set forth above, regardless of whether one or multiple Registration Defaults exist. (c) If The parties hereto agree that the effectiveness Liquidated Damages provided for in this Section 3 constitute a reasonable estimate of the Registration Statement lapses or sales damages that will be suffered by Holders by reason of the Shares can not be made pursuant failure to file the Shelf Registration Statement, by reason of a stop order from the Commission or any other reason outside failure of the control Shelf Registration Statement to be declared effective or the failure of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934remain effective, as amended (the "Exchange Act") or other action that cures such Lapsecase may be, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of accordance with this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. (a) If The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole remedy to the Holders of Registrable Notes, additional interest on the Registrable Notes (“Liquidated Damages”) under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Company has completed or will complete an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed within on or prior to the period provided under Section 1.1 30th day after delivery of this Agreementthe Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 31st day following delivery of the Shelf Notice, Liquidated Damages shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date or such 30th day, as the case may be, such Liquidated Damages rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has completed or will complete an Exchange Offer, the Company shall pay is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Purchaser liquidated damages (in addition to applicable Effectiveness Date, then, commencing on the remedy available to day after such applicable Effectiveness Date, Liquidated Damages shall accrue on the Purchaser under Sections 1.3(b) or (c) of this Agreement) for Registrable Notes over and above the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, stated interest at a rate of 0.25% per week equal to twentyannum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Liquidated Damages rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-five basis points day period; and (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the total purchase price Exchange Offer on or prior to the 210th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to completion of the Shares purchased Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (without, in the case of clauses (B) and (C), being succeeded within 30 days by an additional registration statement filed and declared effective), then Liquidated Damages shall accrue on the Purchaser pursuant Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days commencing on the (x) 210th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to this Agreement. Such liquidated damages be effective in the case of (B) and (C) above, such Liquidated Damages rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Liquidated Damages rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Liquidated Damages on any Registrable Notes then accruing Liquidated Damages as a result of such clause (or the relevant subclause thereof), as the case may be, shall be payable monthly in cashcease to accrue. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the The Company shall pay notify the Trustee within two Business Days after each and every date on which an event occurs in respect of which Liquidated Damages are required to the Purchaser liquidated damages be paid (in addition an “Event Date”). Any amounts of Liquidated Damages due pursuant to the remedy available to the Purchaser under Sections 1.3(a(a)(i), (a)(ii) or (ca)(iii) of this AgreementSection 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) for the period from and including immediately preceding such dates), commencing with the first business day following 60 such regular interest payment date occurring after any such Liquidated Damages commences to accrue. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days after such Liquidated Damages rate was applicable during such period (determined on the Closing or, in the event basis of a review 360-day year comprised of the Registration Statement by the Commission, the first business twelve 30-day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(amonths), 13(c), 14 or 15(d) and the denominator of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash360.

Liquidated Damages. (a) If Subject to any postponement on the effectiveness of the registration statement pursuant to Section 2(a) hereof or the use of the Prospectus pursuant to Section 2(c) hereof, if (i) on or prior to the 120th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission, (ii) on or prior to the 210th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission, or (iii) (x) the Shelf Registration Statement ceases to be effective or fails to be usable subsequent to the 210th day following the Closing Date and (y) the Company does not cure the Shelf Registration Statement within ten business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (z) if applicable, the Company does not terminate the suspension period pursuant of Section 2(c) hereof, by the 45th or 75th day, as the case may be (each, a "Registration Default"), the Company shall be required to pay in cash liquidated damages ("Liquidated Damages") in respect of the Registrable Securities, from and including the day following such Registration Default, but excluding the day on which such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the Applicable Amount, to and including the 90th day following such Registration Default and an additional one-quarter of one percent (0.25%) of the Applicable Amount from and after the 91st day following such Registration Default. (b) In no event will Liquidated Damages accrue at a rate per year exceeding 0.50%. If a Holder has converted some or all of its Securities into Ordinary Shares, the Holder will be entitled to receive equivalent amounts based on the principal amount at maturity of the Securities converted. A Holder will not be entitled to Liquidated Damages unless it has provided all information requested by the Notice and Questionnaire prior to the deadline. (c) In the event the Company fails to file a post-effective amendment to the Shelf Registration Statement required to be filed, or the post-effective amendment is not declared effective, within the period provided under periods required by Section 1.1 of this Agreement3, the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-quarter of one percent (0.25%) from and including the date of such Registration Default until such time as such Registration Default is cured subject to the Purchaser liquidated damages limitations on Liquidated Damages pursuant to paragraph (in addition b) of this Section 7. (d) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(bparagraphs (a) or (c) of this Agreement) for the period from and including Section 7 shall be paid in cash semi-annually in arrears, with the first business day semi-annual payment due on the first September 7 or March 7, as applicable, following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal Liquidated Damages begin to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashaccrue. (be) If The Liquidated Damages as set forth in this Section 7 shall be the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) Holders of Registrable Securities for such Registration Default or (c) of this Agreement) for Effective Failure. In no event shall the period from and including the first business day following 60 days after the Closing or, Company be required to pay Liquidated Damages in the event of a review excess of the applicable maximum amount of one-half of one percent (0.5%) per year set forth above, regardless of whether one or multiple Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashDefaults exist. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. If, (ai) If after 120 days following the Closing Date, the Company does not register the Registrable Securities pursuant to the requirements of Section 2.2 herein, or (ii) the Registration Statement filed pursuant to Section 2.2 herein is not declared effective, or (iii) the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement including the Registrable Securities is not effective in the period from 120 days following the Closing Date through two years following the Closing Date, the Company shall, for each such day, issue to the Purchaser, as liquidated damages (“Liquidated Damages”) and not as a penalty, 2,472 shares of Preferred Stock, and for any such day, such issuance shall be effected no later than the tenth business day of the calendar month next succeeding the month in which such day occurs. In addition, if the Company has not filed a registration statement within the forty-five (45) day period following the Closing Date as specified in 2.2, the Company shall, for each such day after forty-five (45) days following the Closing Date and until the filing of a registration statement, issue to the Purchaser, as liquidated damages and not as a penalty, 2,472 shares of Preferred Stock; and for any such day, such issuance shall be effected no later than the tenth business day of the calendar month next succeeding the month in which such day occurs. The foregoing provisions notwithstanding, the Company shall not be subject to Liquidated Damages with respect to clause (iii) above for (x) any day during a Black-Out Period, or (y) any day during which the Registration Statement is not filed within effective following the period provided under Section 1.1 filing of an amendment thereto by the Company on advice of counsel that such filing is required to disclose any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (an “Amendment Day”); provided, however, that (i) the Company shall have the benefit of no more than forty-five (45) Amendment Days during any 12-month period, (ii) the Company shall exercise its good faith best efforts to promptly file any such amendment and to cause it to be declared effective by the SEC as soon as reasonably practicable, and (iii) for the purposes of this Agreement, the Company any such amendment shall pay be deemed a continuation and modification to the Purchaser Registration Statement to which it relates and not new Registration Statement. The parties agree that the only damages payable for a violation of the terms of this Agreement with respect to which liquidated damages (are expressly provided shall be such liquidated damages in addition to the remedy available to form of shares of Preferred Stock. Nothing shall preclude the Purchaser under Sections 1.3(b) Investor from pursuing or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant obtaining specific performance or other equitable relief with respect to this Agreement. Such The parties hereto agree that the liquidated damages shall provided for in this Section 2.8 constitute a reasonable estimate of the damages that may be payable monthly in cash. (b) If incurred by the Registration Statement is not declared effective within Investor by reason of the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review failure of the Registration Statement by to be filed or declared effective in accordance with the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points provisions hereof. The obligation of the total purchase price Company terminates when the holder of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. initial Registrable Securities no longer holds more than twenty percent (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d20%) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashits initial Registrable Securities.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 120th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 240th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the first anniversary of the Issue Date. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement and (3) no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to Liquidated Damages by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, with respect to any Registration Default, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) or (iv) above, (3) upon completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, the applicable Registration Default shall be deemed to have been cured. (b) The Company shall notify the Trustee within one Business Day after each and every date on which the Effectiveness Period expires, at a rate per week equal an event occurs in respect of which Liquidated Damages are required to twenty-five basis points be paid (an “Event Date”). Any amounts of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. If (ai) If the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed within (including, with respect to the period provided under Exchange Offer Registration Statement, by way of a "confidential" filing) with the Commission on or prior to the date specified for such filing in Section 1.1 3(a) or Section 4(a), respectively, of this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET Date"), (iii) the Exchange Offer has not been Consummated and, if required, a Shelf Registration Statement with respect to the Existing Notes is not declared effective on or prior to the 180th day following the Original Issue Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with resales of Transfer Restricted Securities during the periods required by this Agreement (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company shall hereby agrees to pay to each Holder of Transfer Restricted Securities additional interest ("LIQUIDATED DAMAGES") on the Purchaser liquidated damages principal amount of the Notes (in addition to the remedy available to stated interest on the Purchaser under Sections 1.3(bNotes) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which any such Registration Statement is filed, at a rate per week equal Defaults have occurred to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which all such Registration Statement is declared effective, Defaults have been cured. Liquidated Damages will accrue at a rate of 0.25% per week equal to twentyannum during the 90-five basis points day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, provided that (x) no Liquidated Damages shall accrue under the preceding clause (ii) in respect of the total purchase price Exchange Offer Registration Statement or the Shelf Registration Statement at any time at which Liquidated Damages shall accrue under the preceding clause (i) in respect of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Exchange Offer Registration Statement lapses or sales of the Shares can not be made pursuant to the Shelf Registration Statement, respectively, and (y) in no event shall such rate exceed 1.00% per annum. All accrued Liquidated Damages shall be paid by reason the Company on each Interest Payment Date in accordance with the provisions applicable to the payment of a stop order from interest set forth in the Commission or Indenture. Following the cure of all Registration Defaults relating to any other reason outside particular Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included Company set forth in the Registration Statement or a report filed preceding paragraph that are outstanding with the Commission pursuant respect to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, any Transfer Restricted Security at the time such Cure Period has expired, liquidated damages (security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashfull.

Liquidated Damages. (a) If The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 60th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to next day that is a Business Day, or the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filednot filed with the Commission on or prior to the 45th day following the date that the filing obligation arose, at or, if that day is not a rate per week equal to twenty-five basis points of Business Day, the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.next day that is a Business Day; (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to next day that is a Business Day, or the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Shelf Registration Statement is not declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses effective on or sales of the Shares can not be made pursuant prior to the Registration Statement180th day following the date that the filing obligation arose, by reason of or, if that day is not a stop order from Business Day, the Commission or any other reason outside of the control of the Purchaser next day that is a Business Day (in either case, a "Lapse"the “Effectiveness Target Date”); (iii) at any point during the Exchange Offer is not consummated on or prior to the 30th Business Day following the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment Target Date with respect to the Exchange Offer Registration Statement, a supplement to ; or (iv) the prospectus included in the Shelf Registration Statement or a report filed the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or fails to be usable in connection with resales of Transfer Restricted Securities during the Commission pursuant periods specified hereto, except if the Shelf Registration ceases to be effective or fails to be usable as specifically permitted by the penultimate paragraph of Section 13(a5 hereof (each such event referred to in clauses (i) through (iv), 13(ca “Registration Default”), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (b) affected Exchange Notes, as applicable. The rate of this Agreement), Liquidated Damages will be $.05 per week per $1,000 principal amount of Notes for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period up to a maximum amount of Liquidated Damages of $.20 per week per $1,000 principal amount of Notes, from and including the first business day following date on which any such Lapse untilRegistration Default shall occur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers and the Guarantors without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Transfer Restricted Securities for which a Shelf Registration Statement has been made available in accordance with this Agreement shall not be entitled to Liquidated Damages with respect to any Registration Defaults other than subsequent Registration Defaults that pertain to the Shares purchased Shelf Registration Statement and still held by (3) a Holder of Transfer Restricted Securities who is not entitled to the Purchaser benefits of a Shelf Registration Statement shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashcash semi-annually on each Interest Payment Date (each a “Damages Payment Date”), commencing with the first such date occurring after any such Liquidated Damages begins to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Transfer Restricted Securities with respect to a Registration Default that pertains to the Exchange Offer Registration Statement, or Private Exchange Notes, Notes or Exchange Notes that are Transfer Restricted Securities to which Section 2(c) is applicable with respect to a Registration Default that pertains to a Shelf Registration Statement (subject to the last paragraph of Section 4(a)).

Liquidated Damages. (a) If the Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, a. The Company agrees that an Investor will suffer damages if the Company shall pay violates any provision of or fails to the Purchaser liquidated damages (in addition fulfill its obligations pursuant to the remedy available to the Purchaser under Sections 1.3(b2(a), 2(b), 3(a), 3(b), 3(e), 3(h) or (cand 3(l) of this AgreementAgreement (a "Registration Default") for and that it would not be possible to ascertain the period from and including the first business day following 30 days after the Closing until the date on which extent of such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreementdamages. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing orAccordingly, in the event of such Registration Default, the Company hereby agrees to pay liquidated damages ("Liquidated Damages") to such Investor following the occurrence of such Registration Default in an amount determined by multiplying (i) 2% of the Units Purchase Price times the number of Common Shares then held by such Investor by (ii) the percentage derived by dividing (A) the actual number of days elapsed from the first day of the date that an uncured Registration Default occurred or the end of the prior 30-day period, as applicable, to the day all Registration Defaults have been completely cured, by (B) thirty (30). Liquidated Damages shall be paid in cash. The Liquidated Damages payable pursuant hereto shall be payable within five (5) business days from the end of the 30-day period commencing on the first 30-day period in which the Registration Default occurs (each, a review of "Payment Date"). b. Notwithstanding anything to the contrary in Section 8(a) above, no Registration Default shall be deemed to have occurred hereunder (i) under Section 3(a) or Section 3(b) for failing to keep the Registration Statement by effective at all times if such failure is due to a merger or other acquisition or reorganization, a recapitalization involving the Commissionfiling of new or restating of previously filed financial statements, or other material corporate developments involving any entity or business engaged in the first same industry or business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price Company, provided, however, that the Company proceeds diligently and utilizes its best efforts to satisfy its obligations under Section 3(a) or Section 3(b) of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (cii) If the under Section 3(h) in respect of any suspension of effectiveness or withdrawal of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a or stop order from relating thereto, or suspension of sales under the Commission or any other reason outside Registration Statement pending the filing and effectiveness of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration StatementStatement that is made necessary by a merger or other acquisition or reorganization, a supplement to recapitalization involving the prospectus included filing of new or restating of previously filed financial statements, or other material corporate developments involving any entity or business engaged in the Registration Statement same industry or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) business of the Securities Exchange Act of 1934Company, as amended (the "Exchange Act") or other action provided, however, that cures such Lapse, then the Company shall pay proceeds diligently and utilizes its best efforts to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser satisfy its obligations under Sections 1.3(a) or (bSection 3(h) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. If, after seven (a7) If months from the date hereof, ------------------- in the event the Company does not register the Registrable Securities pursuant to the requirements of Section 2.2 herein, or if the Registration Statement filed pursuant to Section 2.2 herein is not filed within declared effective, or if the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement including the Registrable Securities is not effective in the period provided under Section 1.1 of this Agreementfrom seven (7) months from the date hereof through two years following the date hereof, the Company shall shall, for each such day, pay to the Purchaser Purchaser, as liquidated damages and not REGISTRATION RIGHTS AGREEMENT BETWEEN ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. AND CERTAIN INVESTORS PAGE 3 OF 19 as a penalty, an amount equal to thirty six (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c36%) of this Agreement) the Purchase Price per annum; and for the period from and including any such day, such payment shall be made no later than the first business day following 30 of the calendar month next succeeding the month in which such day occurs. In addition, if the Company has not filed a registration statement within the thirty day period after closing as specified in 2.2, the Company shall, for each such day after thirty days after the Closing from closing and until the date on filing of a registration statement, pay the Purchaser, as liquidated damages and not as a penalty, an amount equal to thirty six (36%) of the Purchase Price per annum; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such Registration Statement is filed, at day occurs. The parties agree that the only damages payable for a rate per week equal to twenty-five basis points violation of the total purchase price terms of the Shares purchased by this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the Purchaser pursuant from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. Such The parties hereto agree that the liquidated damages shall provided for in this Section 2.8 constitute a reasonable estimate of the damages that may be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to incurred by the Purchaser liquidated damages (in addition to by reason of the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review failure of the Registration Statement by to be filed or declared effective in accordance with the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points provisions hereof. The obligation of the total purchase price Company terminates when the holder of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. shares of Registrable Securities no longer holds more than twenty percent (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d20%) of the Securities Exchange Act their shares of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashRegistrable Securities.

Liquidated Damages. (a) If Notwithstanding any postponement of effectiveness pursuant to Section 2(a) hereof, (i) if on or prior to the 120th calendar day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission and Host REIT has not exercised its option under Section 2(a)(2) hereof to designate by means of an Officers’ Certificate (as defined in the Indenture) an Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities, (ii) if the Shelf Registration Statement is not an Automatic Shelf Registration Statement and on or prior to the 210th calendar day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission or (iii) if an Automatic Shelf Registration Statement has been designated by Host REIT solely at its option and in the manner set forth in Section 2(a)(2) and on or prior to the 210th calendar day following the Closing Date, Host REIT has not prepared and filed with the Commission a supplement to the Prospectus to cover resales of the Registrable Securities, if necessary (each, a “Registration Default”), the Company shall be required to pay liquidated damages (“Liquidated Damages”), from and including the day following such Registration Default until such Shelf Registration Statement or supplement to the Prospectus is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Debentures, 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 Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable other than as a result of a Suspension Period (or the Holders of Registrable Securities are otherwise prevented or restricted by Host REIT from effecting sales pursuant thereto) (an “Effective Failure”) for more than ten business days and Host REIT does not restore effectiveness or Host REIT does not terminate a Suspension Period by the 30th day in any 90-day period or if suspension exceeds 90 days in any 360-day period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Debentures from the day following the 10th business day following the date that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by Host REIT from effecting sales pursuant thereto) or on the 31st or 91st day, as the case may be, in the case of a Suspension Period, for a period of 90 days, and thereafter shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%), until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the period provided under Section 1.1 applicable period, as the case may be, shall not be included. (c) In the event Host REIT fails to file a post-effective amendment or prospectus supplement to the Shelf Registration Statement when required hereunder, or such post-effective amendment is not declared effective, within ten business days following the filing of this Agreementsuch post-effective amendment, the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%) of the Purchaser liquidated damages principal amount of the Debentures from and including the date of such Registration Default until such time as such Registration Default is cured. (in addition d) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(bparagraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid in cash quarterly in arrears, with the first business day quarterly payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after the Closing until the date on which of such Registration Statement is filedDefault or Effective Failure, at a rate per week equal to twenty-five basis points as applicable. Such Liquidated Damages will accrue in respect of the total purchase price of Debentures at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for Section 7, as applicable, on the period from and including the first business day following 60 days after the Closing or, in the event of a review principal amount of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashDebentures. (ce) If The Liquidated Damages as set forth in this Section 7 shall be the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(aHolders of Registrable Securities for such Registration Default or Effective Failure. In no event shall Host REIT be required to pay Liquidated Damages in excess of the applicable maximum amount of one half of one percent (0.50%) set forth above, regardless of whether one or (b) of multiple Registration Defaults or Effective Failures exist. Notwithstanding any provision in this Agreement), for the period from and including the first business day following such Lapse until, but excludingin no event shall Registration Default Damages accrue to holders of Host REIT Common Stock issued upon exchange of Debentures. In lieu thereof, the earlier Company shall increase the Exchange Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing provided, however, that (1i) the date on which such failure is cured foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Debentures and (2ii) the date on which the Effectiveness Period expiresif a Registration Default occurs after a Holder has exchanged its Debentures into Host REIT Common Stock, at a rate per week equal such Holder shall not be entitled to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant any compensation with respect to this Agreement. Such liquidated damages shall be payable monthly in cash.such Host REIT Common Stock

Liquidated Damages. (a) If Pursuant to Section 2(a) hereof, the Company may, upon written notice to all the Electing Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. Notwithstanding any such postponement, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not filed within declared effective by the period provided under Section 1.1 of this AgreementCommission (each, a “Registration Default”), the Company shall be required to pay to the Purchaser liquidated damages (“Liquidated Damages”), from and including the day following such Registration Default until, but excluding the date on which, such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities, subject to Section 2(b)(ii) and 3(a)(i) and (ii), are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) (an “Effective Failure”) for more than 30 days, whether or not consecutive, in addition any 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) of the principal amount of Registrable Securities from the 31st day upon which an Effective Failure occurs in any 90-day period or the 91st day upon which an Effective Failure occurs in any 12-month period, as the case may be, until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (ii) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the applicable 90-day or 12-month period, as the case may be, shall not be included. (c) In the event the Company fails to file a post-effective amendment to the remedy available Shelf Registration Statement, or the post-effective amendment is not declared effective, to the Purchaser under Sections 1.3(bextent required by Section 3, and the effect of such failure to file or to become effective is to cause the Shelf Registration Statement (x) to fail to become effective in a timely fashion as provided in Section 7(a), or (y) to cease to be effective (or the Holders to be prevented or restricted from effecting sales pursuant thereto) as provided in Section 7(b), then the Company shall pay Liquidated Damages on the same basis as provided in Section 7(a) or 7(b), as applicable. (d) Any amounts to be paid as Liquidated Damages pursuant to paragraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid semi-annually in arrears, with the first business day semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after (i) in the Closing until case of said paragraphs (a) and (c), the date on which of such Registration Statement is filedDefault or (ii) in the case of said paragraph (b), at a rate per week equal to twentythe 31st day upon which an Effective Failure occurs in any 90-five basis points day period or the 91st day upon which an Effective Failure occurs in any 12-month period, as the case may be. Such Liquidated Damages will accrue (1) in respect of the total purchase price of Registrable Securities at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this AgreementSection 7, as applicable, on the principal amount of the Registrable Securities and (2) for in respect of the period from and including Common Stock issued upon conversion of the first business day following 60 days after Securities that remains a Registrable Security, at the Closing orrates set forth in paragraphs (a), (b) or (c) of this Section 7, as applicable, applied to the Conversion Price (as defined in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, Indenture) at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashthat time. (ce) If The Liquidated Damages as set forth in this Section 7 shall be the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(aHolders of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Liquidated Damages in excess of the applicable maximum rate per annum of one-half of one percent (0.5%) set forth above, regardless of whether one or (b) multiple Registration Defaults exist. Notwithstanding the foregoing, the parties agree that the Purchasers and Holders may pursue specific performance of this AgreementAgreement under Section 8(b), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. In the event that (a) If the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages Filing Date (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such or, if a Shelf Registration Statement is filed, at a rate per week equal required to twenty-five basis points be filed because of the total purchase price request of any Initial Purchaser, such Shelf Registration Statement is not filed with the Shares purchased Commission on or prior to the 30th calendar day following the request by any such Initial Purchasers that the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. Company file the Shelf Registration Statement), (b) If the Exchange Offer Registration Statement has not been declared effective on or prior to the 210th calendar day following the Filing Date or a Shelf Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay on or prior to the Purchaser liquidated damages (in addition to 210th calendar day following the remedy available to the Purchaser under Sections 1.3(a) filing of such Shelf Registration Statement or (c) of this Agreement) for the period from and including Exchange Offer is not consummated on or prior to the first business 45th calendar day following 60 days after the Closing or, in the event of a review of the Exchange Offer Registration Statement by the Commissionbeing declared effective (each such event referred to in clauses (a) through (c) above, a “Registration Default”), the first business day following 90 days after the Closing until, but excluding the date on Company will pay liquidated damages to each Holder of Registrable Securities as to which such Registration Default applies, during the period of such Registration Default, in an amount equal to $0.192 per week per $1,000 amount of such Registrable Securities held by such Holder until the applicable Registration Statement is filed or declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of Exchange Offer is consummated or the Shares purchased by Shelf Registration Statement again becomes effective, as the Purchaser pursuant to this Agreementcase may be. Such All accrued liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant paid to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included Holders in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of same manner as interest payments on the Securities Exchange Act on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of 1934all Registration Defaults, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, accrual of liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashwill cease.

Liquidated Damages. If, after six (a6) If months from the date hereof, in the event the Company does not register Registrable Securities pursuant to the requirements of Section 2.2 herein, or if the Registration Statement filed pursuant to Section 2.2 herein is not filed within declared effective, or if the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement(s) demanded by Investor including the Registrable Securities is not effective in the period provided under Section 1.1 of this Agreementfrom six months from the date hereof through two years following the date hereof, the Company shall pay to the Purchaser shall, for each such month, as liquidated damages (and not as a penalty, reduce the warrant exercise prices by 5% a month, such adjustment shall be made no later than the tenth business day of the calendar month next succeeding the month in addition to which such day occurs. In addition, if the remedy available to Company has not filed a registration statement within the Purchaser under Sections 1.3(b) or (c) ninety day period after closing as specified in Section 2.2, the Company shall, for each such month after ninety days from closing and until the filing of a registration statement, as liquidated damages and not as a penalty, reduce the warrant exercise prices by 5% a month, such adjustment shall be made no later than the tenth business day of the calendar month next succeeding the month in which such day occurs. The parties agree that the only damages payable for a violation of the terms of this Agreement) for Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the period Investor from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. Such The parties hereto agree that the liquidated damages shall provided for in this Section constitute a reasonable estimate of the damages that may be payable monthly in cash. (b) If incurred by the Registration Statement is not declared effective within Investor by reason of the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review failure of the Registration Statement by Statement(s) to be filed or declared effective in accordance with the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points provisions hereof. The obligation of the total purchase price Company terminates when the holder of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness shares of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within Registrable Securities no longer holds more than ten percent (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d%) of the Securities Exchange Act its shares of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashRegistrable Securities.

Liquidated Damages. If: (ai) If the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein; (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (v) except as provided under in Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not filed and declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without shall thereafter cease to be effective or fail to be usable for its intended purpose; or (vi) (A) prior to or on the 30th under the provisions of Section 4(b), of any Suspension Period, such Lapse being cured within ten suspension has not been terminated or (10B) business Suspension Periods exceed an aggregate of 60 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (v), a “Registration Default”), the "Cure Period"Company hereby agrees to pay interest as partial relief for the damages (“Liquidated Damages”) by a post-effective amendment with respect to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Transfer Restricted Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, the Registration Default to but excluding, excluding the earlier of (1) the date day on which such failure is the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, in an amount in cash equal to one and one-half percent (1.5%) of the aggregate outstanding principal amount of Notes on each of the following days: (i) the day of the Registration Default and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Default is cured; provided that in no event shall Liquidated Damages exceed 10% of the Holder’s initial investment in the Notes in the aggregate and provided, further, that Liquidated Damages shall only accrue with respect to clauses (iii) and (iv) above with respect to Notes for which the Effectiveness Period expiresCompany has failed to perform its obligations under Section 2(e) above, at and with respect to clauses (v) and (vi) above only for Notes for which a rate per week equal to twenty-Holder is named as a selling securityholder on the Shelf Registration Statement. Liquidated Damages shall be paid within five basis points (5) Business Days of the total purchase price day of the Shares purchased Registration Default, and still held by thereafter on the Purchaser pursuant earlier of (I) the last day of the calendar month during which such Liquidated Damages are incurred and (II) the third Business Day after the event or failure giving rise to the Liquidated Damages is cured. In the event the Company fails to pay Liquidated Damages in a timely manner, such Liquidated Damages shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. All obligations of the Company set forth in this Section 3 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 Transfer Restricted Security shall have been satisfied in full. Nothing shall preclude a Holder from pursuing or obtaining any other remedies at law or in equity, including specific performance, with respect to this Agreement. Such The parties hereto agree that the liquidated damages shall provided for in this Section 3 constitutes a reasonable estimate of the damages that may be payable monthly incurred by Holders of Transfer Restricted Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Transfer Restricted Securities in cashaccordance with the provisions hereof.

Liquidated Damages. (a) If The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers or Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors hereby jointly and severally agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 90th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date or, if that day is not a Business Day, the Company shall pay next day that is a Business Day (such date, the "Effectiveness Target Date"), (iii) the Exchange Offer is not consummated within 60 days after the Effectiveness Target Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but is not declared effective by the Purchaser later of 180 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a "Registration Default"), liquidated damages in the form of additional cash interest (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.0% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers and the Guarantors without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each [ ] and [ ] (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. If (ai) If the Corporation fails to meet the timeline for a Demand Registration or an Underwritten Offering as specified in Section 2.1.1 (provided, that such timeline shall be tolled during any deferral period pursuant to Section 2.1 and any Blackout Period pursuant to Section 3.4.2), (ii) the Corporation extends a Blackout Period in violation of Section 3.4.2 hereof, (iii) the Shelf Registration Statement is required by Section 2.1.3 does not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) become or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within by the period provided under Section 1.2 of this AgreementRegistration Deadline or is not filed by the Restricted Action Registration Deadline, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) if applicable, or (civ) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Shelf Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of effective but (A) the total purchase price of the Shares purchased Shelf Registration Statement shall thereafter be withdrawn by the Purchaser pursuant Corporation or shall become subject to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a an effective stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission issued pursuant to Section 13(a), 13(c), 14 or 15(d8(d) of the Securities Exchange Act suspending the effectiveness of 1934such Shelf Registration Statement (except as specifically permitted pursuant to Section 3.4) without being succeeded by an additional Shelf Registration Statement filed and declared effective within fifteen (15) Business Days, (B) the use of any Prospectus that is a part of the Shelf Registration Statement is suspended pursuant to Section 3.4 in excess of the number of days permitted thereby or (C) except as amended addressed by the foregoing clauses (the "Exchange Act"A) and (B) or other action that cures such Lapseexcept as expressly permitted by Section 3.4, then the Company shall pay Shelf Registration Statement fails to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy be available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including resale by the first business day following such Lapse until, but excluding, Holders of all the earlier of (1) the date on which such failure is cured and (2) the date on which Registrable Securities required to be included therein during the Effectiveness Period expires(each such event referred to in clauses (i), at (ii), (iii), and (iv), a rate per week “Registration Default”), then each Holder shall be entitled to a payment (with respect to each of the Holders’ pro rata share of Registrable Securities as liquidated damages and not as a penalty), (x) for the first ninety (90) days following the occurrence of such Registration Default, an amount equal to twenty-five basis points 0.25% of the total purchase price aggregate Market Value of the Shares purchased then-outstanding Registrable Securities on the ninetieth (90th) day of such period (the “Liquidated Damages Multiplier”), which shall accrue daily, and still held by (y) for each non-overlapping 90-day period beginning on the Purchaser pursuant ninety first (91st) day thereafter, an amount equal to this Agreementthe amount set forth in clause (x) plus an additional 0.25% of the Liquidated Damages Multiplier for each subsequent ninety (90) days (i.e., 0.50% for 91-180 days, 0.75% for 181-270 days, 1. Such liquidated damages 00% for 271-360 days, etc.), which shall accrue daily, up to a maximum amount equal to 2.50% of the Liquidated Damages Multiplier per non-overlapping 90-day period (the “Liquidated Damages”), until such time as such Registration Default is cured or there are no longer any Registrable Securities outstanding. The Liquidated Damages shall be payable monthly within fifteen (15) Business Days after the end of each such 90-day period in cashimmediately available funds to the account or accounts specified by the applicable Holders. Any amount of Liquidated Damages shall be prorated for any period of less than ninety (90) days accruing during any period for which a Holder is entitled to Liquidated Damages hereunder. The Corporation may request a waiver of all or any portion of the Liquidated Damages, which may be granted by the consent of the Holders of at least sixty-seven percent (67%) of the then-outstanding number of Registrable Securities, in their sole discretion, and which such waiver shall apply to all the Holders of Registrable Securities.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 150th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement210th day following the Issue Date or, if that day is not a Business Day, the Company shall pay next day that is a Business Day, (iii) the Exchange Offer is not consummated on or prior to the Purchaser 240th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but is not declared effective by the later of 180 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each March 1 and September 1 (each a “Damages Payment Date”), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. (a) If the Registration Statement is not filed within the period provided under Pursuant to Section 1.1 of this Agreement2(a) hereof, the Company shall pay may, upon written notice to all the Holders, postpone having the Shelf Registration Statement filed or declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. Notwithstanding any such postponement, if (i) on or prior to the Purchaser liquidated damages 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (in addition ii) on or prior to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 180th day following 30 days after the Closing until the date on which Date, such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this AgreementCommission (each, a "Registration Default"), the Company shall be required to pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period "Liquidated Damages"), from and including the first business day following 60 days after the Closing or, in the event of a review of the such Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, or, if earlier, the end of the Effectiveness Period, at a rate per week annum equal to twentyan additional one-five basis points quarter of one percent (0.25%) of the total purchase price principal amount of Registrable Securities, to and including the Shares purchased by 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash91st day following such Registration Default. (cb) If In the effectiveness of event that the Shelf Registration Statement lapses ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser thereto) (in either case, a an "LapseEffective Failure") at any point during the Effectiveness PeriodEffective Period for more than 30 days, without such Lapse being cured within ten (10) business days (the "Cure Period") by a postwhether or not consecutive, in any 90-effective amendment to the Registration Statementday period, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a)for more than 90 days, 13(c)whether or not consecutive, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapseduring any 12-month period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) of the Holderprincipal amount of Registrable Securities from the 31st day of the applicable 90-day period or the 91st day of the applicable 12-month period, as defined belowthe case may be, at that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) until the earlier of (i) the time such Cure the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (ii) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has expiredbeen obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the applicable 90-day or 12-month period, liquidated damages as the case may be, shall not be included. (in addition c) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(aparagraphs (a) or (b) of this AgreementSection 7 shall be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), for as applicable, following the period from and including the first business day following date of such Lapse until, but excluding, the earlier of Registration Default. Such Liquidated Damages will accrue (1) in respect of the date Securities at the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, on which such failure is cured the principal amount of the Securities and (2) in respect of the date on which Common Stock issued upon conversion of the Effectiveness Period expiresSecurities, at a rate per week equal the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, applied to twenty-five basis points the Conversion Price (as defined in the Indenture) at that time. (e) Except as provided in Section 8(b) hereof, the Liquidated Damages as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults and/or Effective Failures exist.

Liquidated Damages. The holder of this Note is entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of January 23, 2003, among the Company, National Enquirer, Inc., Globe Editorial, Inc., Globe Communications Corp., Star Editorial, Inc., National Examiner, Inc., Mira! Editorial, Inc., AM Auto World Weekly, Inc., American Media Consumer Entertainment Inc., American Media Consumers Magazine Group, Inc., American Media Newspaper Group, Inc., Country Music Media Group, Inc., American Media Mini Mags, Inc., American Media Distribution & Marketing Group, Inc., American Media Property Group, Inc., Distribution Services, Inc., NDSI, Inc., AMI Books, Inc., AMI Films, Inc., Weider Publications, LLC and SYL Communications as guarantors (athe "Note Guarantors"), 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) the Shelf Registration Statement or the Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to 135 days after the Issue Date, (ii) the Shelf Registration Statement or the Exchange Offer Registration Statement, as the case may be, is not declared effective within 195 days after the Issue Date, (iii) the Registered Exchange Offer is not consummated on or prior to 225 days after the Issue Date, or (iv) the Shelf Registration Statement is not filed and declared effective within 195 days after the period provided under Section 1.1 of this AgreementIssue Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 90 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) each holder of this Agreement) for Transfer Restricted Notes, during the period from and including of such Registration Default, in an amount equal to $0.192 per week per $1,000 principal amount of the first business day following 30 days after the Closing Notes constituting Transfer Restricted Notes held by such holder until the date on which such applicable Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) filed or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of Registered Exchange Offer is consummated or the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Shelf Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934again becomes effective, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreementcase may be. Such liquidated damages shall be payable monthly in cash.All accrued liquidated

Liquidated Damages. (a) If The Issuer, the Registration Statement is not filed within Guarantors and the period provided Initial Purchasers agree that the Holders will suffer damages if the Issuer and the Guarantors fail to fulfill their obligations under Section 1.1 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of this Agreementsuch damages with precision. Accordingly, the Company shall pay Issuer and the Guarantors agree that, subject to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) penultimate paragraph of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedSection 5, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.if: (bi) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement240th day following the Issue Date or, if that day is not a Business Day, the Company shall pay next day that is a Business Day, or the Shelf Registration Statement is not filed by the time set forth in Section 3(a) hereof; (ii) the Exchange Offer is not consummated on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first 30th business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such the Exchange Offer Registration Statement is declared effective; or (iii) the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable, at a rate per week equal except if the Shelf Registration ceases to twenty-five basis points of the total purchase price of the Shares purchased be effective or usable as specifically permitted by the Purchaser pursuant penultimate paragraph of Section 5 hereof; (each such event referred to this Agreement. Such liquidated damages shall be payable monthly in cash. clauses (ci) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser through (in either case, iv) a "LapseREGISTRATION DEFAULT") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages in the form of additional cash interest (in addition to "LIQUIDATED DAMAGES") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (b) affected Exchange Notes, as applicable. The rate of this Agreement), Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Liquidated Damages of 1.00% per annum of the principal amount of the Transfer Restricted Securities, from and including the first business day following date on which any such Lapse untilRegistration Default shall occur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuer without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash quarterly on each February 15th, May 15th, August 15th and November 15th (each a "DAMAGES PAYMENT DATE"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. (a) If the Registration Statement final Acceptance Date is not filed within after the period provided under Section 1.1 of this Agreement, final Planned Acceptance Date then the Company Contractor shall pay to the Purchaser liquidated damages a sum equal to 1% of the total Implementation Charges for each week (or part thereof) elapsing from the final Planned Acceptance Date until the actual final Acceptance Date, provided that the amount payable by the Contractor under this Clause 10 shall not exceed a sum equal to 12% of the total Implementation Charges. All sums payable under this Clause 10 that have not previously withheld in accordance with Clause 15.4 (Default) of the Conditions (in addition this Clause 10.2 the "Unrecouped Deductions") shall be set off against and shown as a deduction of the amount payable (before calculation of Value Added Tax) in the next invoice raised by the Contractor under this Contract (provided that the amount due under that invoice as a result of the deduction of Unrecouped Deductions shall not be less than zero). After the date of termination or expiry of this Contract Purchaser may invoice the Contractor for an amount equal to the remedy available then current Unrecouped Deductions plus VAT if applicable. The Contractor shall pay such invoice in cleared funds within thirty (30) days after its receipt of the same (such date being the relevant due date for the purpose of Clause 5.9 (Payment) of the Conditions . If, as part of the Services, the Contractor installs or deploys an update of or patch to, an item of software or hardware (in this Clause 11.1, each an "Update") used in the delivery of the Managed Service then the Contractor shall ensure that the Update is compatible with the rest of the Managed Service. Without prejudice to Clause 11.1, the foregoing, the Contractor shall ensure that the implementation of an Update will not cause a loss of functionality, or a material degradation in performance relative to the Service Levels, when compared against the operation of the Managed Service prior to implementation of the Update and will not require any alteration to any software or hardware that interfaces to the Managed Service. Where during the Service Term there is a Fault then the Contractor shall provide all required assistance, information and advice to the Purchaser in relation to that Fault in accordance with its obligations under Sections 1.3(b) or (c) of this Agreement) for Contract and the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashService Levels. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. (a) If Tenant shall have the Registration Statement is not filed within right to terminate this lease at any time after April 1, 2009. Tenant shall exercise this right by delivering written notice to Landlord via United States Post Office first class mail and certified mail, return receipt requested. The date postmarked on the period provided under Section 1.1 envelope addressed to Landlord shall constitute the “termination date”. In the event that Tenant exercises this right to terminate prior to May 1 of this Agreementany year, the Company then Tenant shall pay to Landlord all accrued rent through the Purchaser termination date and liquidated damages equal to Two Hundred Thousand and 00/100 Dollars (in addition $200,000.00). In the event that Tenant exercises this right to terminate between May 1 and August 1 of any year, then Tenant shall pay to Landlord all accrued rent through the termination date and liquidated damages equal to Three Hundred Thousand and 00/100 Dollars ($300,000.00). In the event that Tenant exercises this right to terminate after August 1 of any year, then Tenant shall pay to Landlord all accrued rent through the termination date and liquidated damages equal to Four Hundred Thousand and 00/100 Dollars ($400,000.00). All payments due by Tenant will be within (60) days of the termination date. Landlord and Tenant have agreed to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly herein set forth in cashorder to avoid extended litigation following a termination by Tenant, recognizing that Landlord’s actual damages in such event are not susceptible to precise calculation and acknowledgement that the liquidated damages herein set forth constitute fair and equitable compensation to Landlord in such event. (b) If Landlord shall have the Registration Statement is not declared effective within right to terminate this lease at any time. Landlord shall exercise this right by delivering written notice to Tenant via United States Post Office first class mail and certified mail, return receipt requested. The date postmarked on the period provided under Section 1.2 of envelope addressed to Tenant shall constitute the “termination date”. In the event Landlord exercises this Agreementright to terminate prior to December 1, the Company 2010, then Landlord shall pay to the Purchaser Tenant liquidated damages in the amount of Seven Hundred FiftyThousand and 00/100 Dollars ($750,000.00). In the event Landlord exercises this right to terminate after December 1, 2010, then Landlord shall pay to Tenant liquidated damages in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). In addition to the remedy available above, Landlord shall pay to Tenant the depreciated value as of the termination date of all Improvements made by Tenant which were approved by Landlord. The depreciation value shall be the value of the Improvement less the depreciation as agreed upon by Landlord and Tenant prior to the Purchaser Improvement being erected or placed in service. Depreciation of the assets shall be by means of straight-line depreciation of the value of the assets over a period of time agreed to by Landlord and Tenant prior to the erection of the asset or the asset being placed in service. All payments due by Landlord under Sections 1.3(athis paragraph will be paid to Tenant within sixty (60) days of the receipt by Landlord of the statement of depreciated value of Improvements received by Landlord from Tenant. Landlord and Tenant have agreed to the liquidated damages herein set forth in order to avoid extended litigation following a termination by Tenant or (c) Landlord, recognizing that Landlord’s or Tenant's actual damages in such event are not susceptible to precise calculation and acknowledgement that the liquidated damages herein set forth constitute fair and equitable compensation to Landlord or Tenant in such event. A termination of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of lease shall also act as a review termination of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this AgreementBig Boulder Lease. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, Big Boulder Lease is voluntarily terminated by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission Big Boulder Corporation pursuant to Section 13(a)19 of said Big Boulder Lease, 13(c), 14 or 15(dTenant shall have the option of continuing this lease and not having this lease terminated by Big Boulder Corporation’s termination. The provision of subparagraph 19(b) shall not apply to termination of the Securities Exchange Act Lease as a result of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Tenant's breach of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashLease.

Liquidated Damages. (a) If The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 45th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to next day that is a Business Day, or the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filednot filed with the Commission on or prior to the 45/th/ day following the date that the filing obligation arose, at or, if that day is not a rate per week equal to twenty-five basis points of Business Day, the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.next day that is a Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to next day that is a Business Day, or the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Shelf Registration Statement is not declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses effective on or sales of the Shares can not be made pursuant prior to the Registration Statement180/th/ day following the date that the filing obligation arose, by reason of or, if that day is not a stop order from Business Day, the Commission or any other reason outside of the control of the Purchaser next day that is a Business Day (in either case, a the "LapseEffectiveness Target Date"), (iii) at any point during the Exchange Offer is not consummated on or prior to the 30th Business Day following the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment Target Date with respect to the Exchange Offer Registration Statement, a supplement to ; or (iv) the prospectus included in the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified hereto, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a report filed with the Commission pursuant to Section 13(a"Registration ------------ Default"), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages in the form of additional cash interest ------- (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (b) affected ------------------ Exchange Notes, as applicable. The rate of this Agreement), Liquidated Damages will be $.05 per week per $1,000 principal amount of Notes for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period up to a maximum amount of additional interest of $.20 per week per $1,000 principal amount of Notes, from and including the first business day following date on which any such Lapse untilRegistration Default shall occur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers and the Guarantors without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not --- elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and still held by the Purchaser every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashcash semi-annually on each Interest Payment Date (each a "Damages Payment Date"), commencing with the -------------------- first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Transfer Restricted Securities with respect to a Registration Default arising out of the Exchange Offer Registration Statement, or Holders of Notes described in Section 2(c)(iii) with respect to a Registration Default arising out of a Shelf Registration Statement.

Liquidated Damages. (a) If Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if (i) on or prior to the 120th day following the Closing Date, a Shelf Registration Statement is has not been filed within with the period provided under Section 1.1 of this AgreementCommission, the Company shall pay (ii) on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 180th day following 30 days after the Closing until the date on which Date, such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Commission or (ciii) of this Agreement) for the period from and including the first business day following 60 days if, after the Closing or, in the event of a review effectiveness date of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Shelf Registration Statement, by reason (x) the Shelf Registration Statement ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a stop order from Suspension Period), and the Commission or any other reason outside of the control of the Purchaser Company fails to file (in either caseand have declared effective), a "Lapse") at any point during the Effectiveness Periodwithin 5 Business Days, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Shelf Registration Statement, a Statement or amendment or supplement to the prospectus included in Prospectus contained therein or such other document with the SEC to make the Shelf Registration Statement effective or such Prospectus usable, or (y) Suspension Periods exceed 45 days, whether or not consecutive, in any 90-day period, or more than 120 days, whether or not consecutive, during any 360-day period during the Effectiveness Period (each, a report filed with the Commission pursuant to Section 13(a"Registration Default"), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall be required to pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement"Liquidated Damages"), for the period from and including the first business day following such Lapse untilRegistration Default until such Registration Default is cured, but excludingat a rate per annum equal to one-quarter of one percent (0.25%) of the Applicable Amount, to and including the earlier 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default. (b) A Holder will not be entitled to Liquidated Damages unless it has complied with such Holder's obligations under this Agreement. (c) Any amounts to be paid as Liquidated Damages pursuant to paragraphs (a) of this Section 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first June 1 or December 1) , as applicable, following the date on which such failure is cured and Liquidated Damages begin to accrue, to Holders of record on the preceding May 15 or November 15, as the case may be. (2d) Except as provided in Section 8(b) hereof, the date on which Liquidated Damages as set forth in this Section 7 shall be the Effectiveness Period expires, at a rate per week equal exclusive monetary remedy available to twenty-five basis points the Holders of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults exist.

Liquidated Damages. If at any time while the Shares are outstanding ------------------ (aprovided, that for purposes hereof a Share is outstanding until such time as the Underlying Shares issuable upon conversion thereof following delivery of a Conversion Notice under the Certificate of Designation has been issued and delivered to the converting holder), (i) If the Registration Statement is Common Stock shall fail to be listed for trading on the Nasdaq or on a Subsequent Market or shall be suspended from trading on the Nasdaq or on a Subsequent Market, in either case, for more than three Trading Days (which need not filed within be consecutive Trading Days), then on such third Trading Day and each weekly anniversary of such third Trading Day thereafter until the period provided under Section 1.1 of this AgreementCommon Stock shall be listed for trading on the Nasdaq and not suspended from trading on the Nasdaq, or (ii) if the Company shall pay fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction Documents, and such failure or breach shall not, if subject to the Purchaser liquidated damages (in addition to possibility of a cure by the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days Company, have been remedied within ten Business Days after the Closing until the date on which written notice of such Registration Statement failure or breach shall have been given, then on such tenth Business Day and each weekly anniversary of such tenth Business Day thereafter until such failure or breach has been cured, the Company shall, in each case, pay an amount in cash to each Purchaser, as liquidated damages and not as penalty, equal to the product of (A) $200,000 and (B) the quotient obtained by dividing (x) the number of Shares issued and sold to such Purchaser on the Closing Date by (y) the number of Shares issued and sold by the Company on the Closing Date, provided, that the Company shall not be obligated to pay to a Purchaser for any single such event in excess of 33% of the purchase price paid by such Purchaser for Shares (as reflected on such Purchaser's signature page to this Agreement). Each event contemplated in clauses (i) and (ii) above is filedreferred to herein as a "Material Event." If the -------------- Company fails to pay such liquidated damages in full pursuant to this Section within seven days after the date first payable, the Company will pay each Purchaser to whom such payment has not been made in full interest thereon at a rate of 18% per week equal annum or such lesser maximum amount that is permitted to twenty-five basis points of the total purchase price of the Shares purchased be paid by the Purchaser pursuant to applicable law, accruing daily until such amount, plus all such interest thereon, is paid in full. All amounts payable under this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day section following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined belowMaterial Event may, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points option of the total purchase price Purchasers be paid through additional "Stated Value" of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashShares.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 75th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 210th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 270th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof, (each such event referred to in clauses (i) through (iv) a "Registration Default"), their liquidated damages in the form of additional cash interest (in addition "Liquidated Damages") will accrue on the affected Securities and the affected Exchange Securities, as applicable. The rate of Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to the remedy available subsequent 90-day period up to the Purchaser under Sections 1.3(a) or (c) a maximum amount of this Agreement) for the period additional interest of 0.50% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Securities and Exchange Securities otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Securities or Exchange Securities who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) The Issuers shall notify the Trustee within one Business Day after each and still held by the Purchaser every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "Event Date"). Any amounts of Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Securities in cash semi-annually on the interest payment dates specified in the Indenture (to the applicable holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. (i) In the event (a) If the Company does not file an Initial Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Subsequent Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. applicable Filing Date, or (b) If the Registration Statement is not declared effective within by the Required Effectiveness Date, or (c) if the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement(s) demanded by Investor including the Registrable Securities is not effective in the period provided under Section 1.2 of this Agreementfrom the Required Effective Date through two years following the date hereof other than for an Excusable Reason, the Company shall, for each such day (x) after the Filing Date that the Company shall pay to not have filed the Purchaser liquidated damages Registration Statement, (in addition to y) after the remedy available to Required Effectiveness Date that the Purchaser under Sections 1.3(aRegistration Statement shall not have been declared effective, or (z) or during which the Registration Statement is not effective as required by clause (c) of this Agreement) Section 2.8(i), issue to the Investor, as liquidated damages and not as a penalty, 17,742 shares of Series A Preferred Stock for each month (if less than a whole month, prorated for each day), such issuance shall be made no later than the period from and including the first tenth business day following of the calendar month next succeeding the month in which such day occurs. However, in no event shall the Company be required to pay any liquidated damages under this Section 2.8 in an amount exceeding 266,129 shares of Series A Preferred Stock in the aggregate (as adjusted pursuant to the terms of the Certificate of Designation). Any Registrable Shares which has been sold pursuant to a Registration Statement shall not be deemed to be Shares covered by the Registration Statement. (ii) Notwithstanding anything to the contrary contained in this Agreement the parties hereto agree as follows: The Company agrees to use its commercially reasonable best efforts to file an Initial Registration Statement within 60 days after of the Closing or, in of this transaction covering 100% of the Registrable Securities (or such lesser number as the SEC deems appropriate). As soon as reasonably practicable (but no later than 30 days) following the date on which the Company is permitted by then current SEC Guidance to file a Subsequent Registration Statement the Company shall use its commercially reasonable best efforts to file a Subsequent Registration Statement covering 100% of the remaining Registrable Securities (or such lesser number as the SEC deems appropriate). The Company agrees to continue this process until such time as all of the Registrable Securities shall have been registered. In no event will any liquidated damages be payable by the Company on shares that the SEC deems not appropriate for registration pursuant to Rule 415 if the Company complies with this Section 2.8 (ii). (iii) Notwithstanding the provisions of Section 2.8(i): (a) In the event of a review of that the Company shall fail to file the Registration Statement by the Commission, Filing Date but the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is shall have been declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased effective by the Purchaser pursuant to this Agreement. Such Required Effectiveness Date, then no liquidated damages shall be payable monthly in cashwith respect to the failure to file by the Filing Date. The Company may defer the issuance of any such shares of Preferred Stock until the first date after the Required Effectiveness Date that the Company is required to pay liquidated damages pursuant to Section 2.8(i). (b) Any liquidated damages payable as a result of the failure to file the Registration Statement by the Filing Date shall be credited against liquidated damages payable as a result of the failure of the Registration Statement to be declared effective by the Required Effectiveness Date. (c) If No fractional shares shall be issued. Any fractional shares which would otherwise be issued on any date on which Series A Preferred Stock is to be issued pursuant to Section 2.8(i) of this Agreement, shall be carried forward; provided, however, that if, at the effectiveness expiration of the Registration Statement lapses period during which liquidated damages is payable there remains a fractional share which has not been applied to liquidated damages, the Company shall have no further obligation to issue such fractional share. (iv) In no event shall the Company be required to pay any liquidated damages in the event that the failure of to file or sales be declared effective on the requisite dates results in whole or in part from either (a) the failure of the Shares can not be made pursuant any Investor to provide information relating to the Registration Statement, by reason Investor and its proposed method of a stop order from the Commission sale or any other reason outside of information concerning the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment Investor that is required to the Registration Statement, a supplement to the prospectus be included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) registration statement or (b) any delays resulting from questions or issues raised by the SEC or any other regulatory agency, market or exchange concerning any Investor (or the affiliates of this Agreement), for any Investor) or relating to Rule 415 or to the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points structure of the total purchase price sale or resale of the Shares purchased and still held Securities or (c) issues resulting from or relating to acts or omissions of persons or entities other than the Company or its affiliates. (v) The parties hereto agree that the liquidated damages provided for in this Section 2.8 constitute a reasonable estimate of the damages that may be incurred by the Purchaser Investor by reason of the failure of the Registration Statement(s) to be filed or declared effective in accordance with the provisions hereof. (vi) The obligation of the Company terminates when the Investor no longer holds more than ten (10%) percent of the Registrable Securities, based on the number of Registrable Securities initially issuable pursuant to this Agreement. Such liquidated damages shall be payable monthly the Purchase Agreement and any shares issued due to adjustments in cashthese transaction documents and the Warrants.

Liquidated Damages. (a) If Tenant shall have the Registration Statement is not filed within right to terminate this lease at any time after April 1, 2009. Tenant shall exercise this right by delivering written notice to Landlord via United States Post Office first class mail and certified mail, return receipt requested. The date postmarked on the period provided under Section 1.1 envelope addressed to Landlord shall constitute the “termination date”. In the event that Tenant exercises this right to terminate prior to May 1 of this Agreementany year, the Company then Tenant shall pay to Landlord all accrued rent through the Purchaser termination date and liquidated damages equal to Two Hundred Thousand and 00/100 Dollars (in addition $200,000.00). In the event that Tenant exercises this right to terminate between May 1 and August 1 of any year, then Tenant shall pay to Landlord all accrued rent through the termination date and liquidated damages equal to Three Hundred Thousand and 00/100 Dollars ($300,000.00). In the event that Tenant exercises this right to terminate after August 1 of any year, then Tenant shall pay to Landlord all accrued rent through the termination date and liquidated damages equal to Four Hundred Thousand and 00/100 Dollars ($400,000.00). All payments due by Tenant will be within (60) days of the termination date. Landlord and Tenant have agreed to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly herein set forth in cashorder to avoid extended litigation following a termination by Tenant, recognizing that Landlord’s actual damages in such event are not susceptible to precise calculation and acknowledgement that the liquidated damages herein set forth constitute fair and equitable compensation to Landlord in such event. (b) If Landlord shall have the Registration Statement is not declared effective within right to terminate this lease at any time. Landlord shall exercise this right by delivering written notice to Tenant via United States Post Office first class mail and certified mail, return receipt requested. The date postmarked on the period provided under Section 1.2 of envelope addressed to Tenant shall constitute the “termination date”. In the event Landlord exercises this Agreementright to terminate prior to December 1, the Company 2010, then Landlord shall pay to the Purchaser Tenant liquidated damages in the amount of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00). In the event Landlord exercises this right to terminate after December 1, 2010, then Landlord shall pay to Tenant liquidated damages in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). In addition to the remedy available above, Landlord shall pay to Tenant the depreciated value as of the termination date of all Improvements made by Tenant which were approved by Landlord. The depreciation value shall be the value of the Improvement less the depreciation as agreed upon by Landlord and Tenant prior to the Purchaser Improvement being erected or placed in service. Depreciation of the assets shall be by means of straight-line depreciation of the value of the assets over a period of time agreed to by Landlord and Tenant prior to the erection of the asset or the asset being placed in service. All payments due by Landlord under Sections 1.3(athis paragraph will be paid to Tenant within sixty (60) days of the receipt by Landlord of the statement of depreciated value of Improvements received by Landlord from Tenant. Landlord and Tenant have agreed to the liquidated damages herein set forth in order to avoid extended litigation following a termination by Tenant or (c) Landlord, recognizing that Landlord’s or Tenant's actual damages in such event are not susceptible to precise calculation and acknowledgement that the liquidated damages herein set forth constitute fair and equitable compensation to Landlord or Tenant in such event. A termination of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of lease shall also act as a review termination of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement▇▇▇▇ ▇▇▇▇▇ Lease. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, ▇▇▇▇ Frost Lease is voluntarily terminated by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission Blue Ridge Real Estate Company pursuant to Section 13(a)19 of said ▇▇▇▇ ▇▇▇▇▇ Lease, 13(c), 14 or 15(dTenant shall have the option of continuing this lease and not having this lease terminated by Blue Ridge Real Estate Company’s termination. The provisions of subparagraph 19(b) shall not apply to termination of the Securities Exchange Act Lease as a result of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Tenant's breach of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashLease.

Liquidated Damages. (a) If the Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, a. The Company agrees that an Investor will suffer damages if the Company shall pay violates any provision of or fails to the Purchaser liquidated damages (in addition fulfill its obligations pursuant to the remedy available to the Purchaser under Sections 1.3(b2(a), 2(b), 3(a), 3(b), 3(e), 3(g), 3(h) or (cand 3(l) of this AgreementAgreement (a "Registration Default") for and that it would not be possible to ascertain the period from and including the first business day following 30 days after the Closing until the date on which extent of such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreementdamages. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing orAccordingly, in the event of such Registration Default, the Company hereby agrees to pay liquidated damages ("Liquidated Damages") to such Investor for each 30-day period (or portion thereof) following the occurrence of such Registration Default in an amount determined by multiplying (i) 2% of the Units Purchase Price times the number of Common Shares then held by such Investor by (ii) the percentage derived by dividing (A) the actual number of days elapsed from the first day of the date that an uncured Registration Default occurred or the end of the prior 30-day period, as applicable, to the day the Registration Default has been completely cured, by (B) thirty (30). Liquidated Damages shall be paid in cash. The Liquidated Damages payable pursuant hereto shall be payable within five (5) business days from the end of each 30-day period (or portion thereof) until the Registration Default has been completely cured (each, a review of "Payment Date"). b. Notwithstanding anything to the contrary in Section 8(a) above, no Registration Default shall be deemed to have occurred hereunder (i) under Section 3(a) or Section 3(b) for failing to keep the Registration Statement by effective at all times if such failure is due to a merger or other acquisition or reorganization, a recapitalization involving the Commissionfiling of new or restating of previously filed financial statements, or other material corporate developments involving any entity or business engaged in the first same industry or business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price Company, provided, however, that the Company proceeds diligently and utilizes its best efforts to satisfy its obligations under Section 3(a) or Section 3(b) of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (cii) If the under Section 3(h) in respect of any suspension of effectiveness or withdrawal of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a or stop order from relating thereto, or suspension of sales under the Commission or any other reason outside Registration Statement pending the filing and effectiveness of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration StatementStatement that is made necessary by a merger or other acquisition or reorganization, a supplement to recapitalization involving the prospectus included filing of new or restating of previously filed financial statements, or other material corporate developments involving any entity or business engaged in the Registration Statement same industry or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) business of the Securities Exchange Act of 1934Company, as amended (the "Exchange Act") or other action provided, however, that cures such Lapse, then the Company shall pay proceeds diligently and utilizes its best efforts to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser satisfy its obligations under Sections 1.3(a) or (bSection 3(h) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. (a) If Each event referred to in the following clauses (i) through (vi), is a “Registration Default”: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein; (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (v) except as provided under in Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not filed and declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") five Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the prospectus included in the Registration Statement Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the case of a post-effective amendment, is itself immediately declared effective; or (vi) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 120 days in any 360 day period. (b) If a Registration Default occurs, other than a Registration Default relating to a failure to file or have an effective Shelf Registration Statement with respect to shares of Common Stock issuable upon conversion of the Notes that are Transfer Restricted Securities: (1) the Company shall hereby agrees to pay interest (“Liquidated Damages”) with respect to the HolderNotes that are Transfer Restricted Securities from and including the day following beginning of the Registration Default to but excluding the earlier of (a) the day on which the Registration Default has been cured and (b) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate (i) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (ii) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the aggregate principal amount of the Notes; and (2) The Company hereby agrees in respect of each Note that is a Transfer Restricted Security submitted by a Holder for conversion during the existence of such Registration Default, (a) to issue and deliver to such Holder additional shares of Common Stock equal to 3% of the Applicable Conversion Rate (as defined belowin the Indenture) for each $1,000 principal amount of Notes (except to the extent the Company elects to deliver cash upon conversion in accordance with the terms of the Indenture) and (b) to pay on the settlement date with respect to such conversion, interest accruing for each day commencing on (and including) the first day of the Registration Default and ending on (but excluding) such settlement date at a rate per annum (i) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (ii) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the aggregate principal amount of the Notes. Any such Holder will not be entitled to received Liquidated Damages on such Common Stock. In respect of Common Stock each Holder of Common Stock will not be entitled to any Liquidated Damages. (c) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Company on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Note the accrual of Liquidated Damages with respect to such Note will cease. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such Cure Period has expired, liquidated damages (security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in addition to full. The Liquidated Damages set forth above shall be the exclusive remedy available to the Purchaser under Sections 1.3(a) or (b) Holders of this Agreement), Transfer Restricted Securities for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in casheach Registration Default.

Liquidated Damages. The Issuer and Jefferies, on behalf of the Holders, agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees that if (a) If the it fails to file any Registration Statement is not filed within the period provided under as required by Section 1.1 2 or Section 3 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) Agreement on or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until before the date on which specified for such Registration Statement is filedfiling, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the any Registration Statement is not declared effective within by the period provided under Commission on or prior to 105 days after the Closing Date, or (c) any Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the Registrable Securities during the periods specified in Section 1.2 3 of this Agreement, other than during a Black Out Period and except as a result of the Company shall pay occurrence of any event of the kind described in Section 4(c)(2) hereof (each such event referred to the Purchaser liquidated damages in clauses (in addition to the remedy available to the Purchaser under Sections 1.3(aa) or through (c) of this Agreement) for above a "REGISTRATION DEFAULT"), then the period from and including interest rate on either the New Notes or Series B Notes, as applicable, with respect to the first business 90 day period immediately following 60 days after the Closing or, in the event occurrence of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. Default will increase (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure PeriodLIQUIDATED DAMAGES") by 3.5% per annum and will increase by an additional 0.5% per annum with respect to each subsequent 30 day period until all Registration Defaults have been cured, up to a post-effective amendment maximum per annum interest rate on either the New Notes or Series B Notes, as applicable of 18% with respect to all Registration Defaults. All accrued Liquidated Damages will be paid by the Registration Statement, a supplement to the prospectus included Issuer in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, same manner and at the same time such Cure Period has expired, liquidated damages (in addition to as payments of interest on the remedy available to Secured Notes. Following the Purchaser under Sections 1.3(a) or (b) cure of this Agreement), for the period from and including the first business day following such Lapse until, but excludingall Registration Defaults, the earlier accrual of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashLiquidated Damages will cease.

Liquidated Damages. (a) If The Company and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages, additional inter- est on the notes (the "Liquidated Damages" or "Additional Interest") under the circumstances and to the extent as follows (without duplication): (i) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed within on or prior to the period provided under Section 1.1 date required hereunder, then commencing on the day after either such required filing date, Liquidated Damages shall accrue on the principal amount of this Agreementthe Notes at a rate of 0.5% per annum for the first 90 days immediately following each such filing date, such Liquidated Damages rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90 day period; or (ii) if (A) neither the Exchange Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to 210 days after the Issue Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company shall pay is required to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such file a Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the and such Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 SEC on or prior to the 210th day following the Issue Date, then, commencing on the day after the 210th day following the Issue Date, Liquidated Damages shall accrue on the principal amount of this Agreementthe Notes at a rate of 0.5% per annum for the first 90 days immediately following such date, such Liquidated Damages rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period; or; (iii) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 240th day after the Issue Date or (B) if applicable, the Company shall pay Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the Purchaser liquidated damages second anniversary of its effective date (in addition to other than after such time as all Notes have been disposed of thereunder), then Liquidated Damages shall accrue on the remedy available to principal amount of the Purchaser under Sections 1.3(a) or (c) Notes at a rate of this Agreement) 0.5% per annum for the period from and including first 90 days commencing on (x) the first business 241st day following 60 days after the Closing orIssue Date, in the event case of a review (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, such Liquidated Damages rate by increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period; provided, however, that the Liquidated Damages rate on the Notes may not exceed in the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the Exchange Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such or a Shelf Registration Statement is declared effective(in the case of Section 2(c)(i)), at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c2) If upon the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Exchange Registration Statement or Shelf Registration Statement (in the case of Section 2(c)(iv)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of Section 2(c)(iii)), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of Section 3(b)), Liquidated Damages on the Notes as a report filed with result of such Section, as the Commission case may be, shall cease to accrue. (b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to Section 13(a(a)(i), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(aa)(ii) or (ba)(iii) of this AgreementSection 4 will be payable in cash semiannually on each August 15 and February 15 (to the holders of record on August 1 and February 1), for the period from and including commencing with the first business day following such Lapse untildate occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, but excludingmultiplied by a fraction, the earlier numerator of which is the number of days such Additional Interest rate was applicable during such period (1) determined on the date on basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash360.

Liquidated Damages. (a) If The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the applicable Registration Statement is not filed with the Commission on or prior to 75 days after the Trigger Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective on or prior to 150 days after the Trigger Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of Commission's staff, if later, on or prior to 60 days after publication of the change in law or interpretation), (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Trigger Date, or (iv) the Shelf Registration Statement is filed and declared effective on or prior to 150 days after the Trigger Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of Commission's staff, if later, on or prior to 60 days after publication of the change in law or interpretation) but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within the period provided under Section 1.1 of this Agreement45 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall will be obligated to pay to the Purchaser liquidated damages (collectively referred to herein as "Additional Amounts") to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in addition an amount equal to $0.192 per week per $1,000 of Accreted Value (as of the remedy available to most recent interest payment date, or if no interest has been paid, the Purchaser under Sections 1.3(b) or (cIssue Date) of this Agreementthe Transfer Restricted Securities held by such Holder until (i) for the period from and including the first business day following 30 days after the Closing until the date on which such applicable Registration Statement is filed, at a rate per week equal to twenty-five basis points of (ii) the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Exchange Offer Registration Statement is declared effectiveeffective and the Registered Exchange Offer is consummated, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1iii) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Shelf

Liquidated Damages. (a) If Notwithstanding any postponement of effectiveness permitted by Section 2(a) hereof, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement is has not been filed within with the period provided under Section 1.1 of this AgreementCommission (and has not become automatically effective upon filing, if the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(bis at such time a WKSI) or (cii) of this Agreement) for on or prior to the period from and including the first business 180th day following 30 days after the Closing until the date on which Date, such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this AgreementCommission if the Company is not a WKSI on the date the Shelf Registration Statement is filed (each, a "Registration Default"), the Company shall be required to pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period "Liquidated Damages"), from and including the first business day following 60 days after the Closing or, in the event of a review of the such Registration Statement by the Commission, the first business day following 90 days after the Closing until, Default occurs to but excluding the date on which such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per week annum equal to twentyan additional one-five basis points quarter of one percent (0.25%) of the total purchase price principal amount of Registrable Securities, to and including the 90th day following such Registration Default, and one-half of one percent (0.50%) of the Shares purchased by principal amount of the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashRegistrable Securities, from and after the 91st day following such Registration Default. (cb) If In the effectiveness event that (i) the Shelf Registration Statement ceases to be effective, (ii) the Company suspends the use of the Registration Statement lapses Prospectus pursuant to Section 2(c) or 3(j) hereof, (iii) the Holders are not authorized to use the Prospectus pursuant to Section 3(g) hereto or (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales of the Shares can not be made pursuant to the Shelf Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser Statement (in either case, a an "LapseEffective Failure") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business for more than 30 days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement aggregate, whether or a report filed with not consecutive, in any three-month period, or for more than 90 days in the Commission pursuant to Section 13(a)aggregate, 13(c)whether or not consecutive, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapseduring any 12-month period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the Holderprincipal amount of Registrable Securities from and including the 31st day of the applicable 90-day period, or one-half of one percent (0.50%) of the principal amount of such Registrable Securities from and including the 91st day of the applicable 12-month period, as defined belowthe case may be, at that any such Effective Failure has existed until the earlier of (1) the time such Cure Period has expired, liquidated damages the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (in addition 2) the expiration of the Effectiveness Period. (c) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(aparagraphs (a) or (b) of this AgreementSection 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), for as applicable, following the period from and including date of such Registration Default or Effective Failure, as applicable. Such Liquidated Damages will accrue in respect of the first business day following such Lapse untilSecurities at the rates set forth in paragraphs (a) or (b) of this Section 7, but excludingas applicable, on the principal amount of the Securities. (d) Except as provided in Section 8(b) hereof, the earlier Liquidated Damages as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Liquidated Damages (1i) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points in excess of the total purchase price applicable maximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist; (ii) for any period after the second anniversary of the Shares purchased Closing Date or (iii) if the Shelf Registration Statement has been declared effective but there is an Effective Failure, on Securities that are not Registrable Securities. (e) For purposes of the Indenture and still held by the Purchaser pursuant to this Agreement. Such liquidated damages Securities, Liquidated Damages shall be treated as additional interest due on the Securities, and shall be subject to all provisions in the Indenture relating to interest payments, including but not limited to record date provisions. (f) No Liquidated Damages will be payable monthly in cashrespect of Common Stock in the event of a Registration Default or Effective Failure, even if such shares of Common Stock are Registrable Securities.

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the SEC or designated as such by the Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then liquidated damages (“Liquidated Damages") shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period provided under Section 1.1 from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall pay not have filed a supplement to the Purchaser liquidated damages Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (in addition to the remedy available to the Purchaser under Sections 1.3(bx) or (c) y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount of this Agreement) the Securities at a rate equal to 0.25% per annum for the first 90-day period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedEffectiveness Deadline, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by Securities; (iii) following the Purchaser Effective Date, (A) the Company fails to make any filing required pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (bSection 2(a)(iii) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay hereof prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Filing Deadline applicable thereto, or (cB) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement filing is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (v) any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; or (vi) if the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Liquidated Damages will accrue on the principal amount of Securities held by such Holder at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities held by such Holder; provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Securities; and provided further that Liquidated Damages on the principal amount of the Securities as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon the filing of a supplement to the prospectus included Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or a report filed usable for resales again becomes effective and usable for resales (in the case of clause (iv) above); (5) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above); or (6) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the Commission case of clause (vi) above). Any amounts of Liquidated Damages due pursuant to Section 13(a)2(e) will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Liquidated Damages on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, 13(c)in no event shall Liquidated Damages accrue to holders of Common Shares issued upon conversion of Notes. If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay will prorate the Liquidated Damages payable with respect to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashNote.

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the SEC or designated as such by the Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then liquidated damages (“Liquidated Damages”) shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period provided under Section 1.1 from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall pay not have filed a supplement to the Purchaser liquidated damages Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (in addition to the remedy available to the Purchaser under Sections 1.3(bx) or (c) y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount of this Agreement) the Securities at a rate equal to 0.25% per annum for the first 90-day period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedEffectiveness Deadline, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by Securities; (iii) following the Purchaser Effective Date, (A) the Company fails to make any filing required pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (bSection 2(a)(iii) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay hereof prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Filing Deadline applicable thereto, or (cB) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement filing is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (v) any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; or (vi) if the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Liquidated Damages will accrue on the principal amount of Securities held by such Holder at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities held by such Holder; provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Securities; and provided further that Liquidated Damages on the principal amount of the Securities as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon the filing of a supplement to the prospectus included Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or a report filed with usable for resales again becomes effective and usable for resales (in the Commission pursuant case of clause (iv) above); (5) upon such time as the Shelf Registration Statement which had ceased to Section 13(aremain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above), 13(c), 14 or 15(d; or (6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at upon the time such Cure Period has expired, liquidated damages Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in addition to the remedy available to the Purchaser under Sections 1.3(acase of clause (vi) or (b) above). Any amounts of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 2(e) will be payable monthly in cashcash on the next succeeding interest payment date to Holders entitled to receive such Liquidated Damages on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue to holders of shares of Common Stock issued upon conversion of Notes. If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, the Company will prorate the Liquidated Damages payable with respect to such Note.

Liquidated Damages. (a) If Notwithstanding any postponement of effectiveness pursuant to Section 2(a) hereof, (i) if on or prior to the 150th calendar day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission and Host REIT has not exercised its option under Section 2(a)(2) hereof to designate by means of an Officers’ Certificate (as defined in the Indenture) an Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities, (ii) if the Shelf Registration Statement is not an Automatic Shelf Registration Statement and on or prior to the 210th calendar day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission or (iii) if an Automatic Shelf Registration Statement has been designated by Host REIT solely at its option and in the manner set forth in Section 2(a)(2) and on or prior to the 210th calendar day following the Closing Date, Host REIT has not prepared and filed with the Commission a supplement to the Prospectus to cover resales of the Registrable Securities, if necessary (each, a “Registration Default”), the Company shall be required to pay liquidated damages (“Liquidated Damages”), from and including the day following such Registration Default until such Shelf Registration Statement or supplement to the Prospectus is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Debentures, 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 Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable other than as a result of a Suspension Period (or the Holders of Registrable Securities are otherwise prevented or restricted by Host REIT from effecting sales pursuant thereto) (an “Effective Failure”) for more than ten business days and Host REIT does not restore effectiveness or Host REIT does not terminate a Suspension Period by the 30th day in any 90-day period or if suspension exceeds 90 days in any 360-day period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Debentures from the day following the 10th business day following the date that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by Host REIT from effecting sales pursuant thereto) or on the 31st or 91st day, as the case may be, in the case of a Suspension Period, for a period of 90 days, and thereafter shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%), until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the period provided under Section 1.1 applicable period, as the case may be, shall not be included. (c) In the event Host REIT fails to file a post-effective amendment or prospectus supplement to the Shelf Registration Statement when required hereunder, or such post-effective amendment is not declared effective, within ten business days following the filing of this Agreementsuch post-effective amendment, the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%) of the Purchaser liquidated damages principal amount of the Debentures from and including the date of such Registration Default until such time as such Registration Default is cured. (in addition d) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(bparagraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid in cash quarterly in arrears, with the first business day quarterly payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after the Closing until the date on which of such Registration Statement is filedDefault or Effective Failure, at a rate per week equal to twenty-five basis points as applicable. Such Liquidated Damages will accrue in respect of the total purchase price of Debentures at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for Section 7, as applicable, on the period from and including the first business day following 60 days after the Closing or, in the event of a review principal amount of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashDebentures. (ce) If The Liquidated Damages as set forth in this Section 7 shall be the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(aHolders of Registrable Securities for such Registration Default or Effective Failure. In no event shall Host REIT be required to pay Liquidated Damages in excess of the applicable maximum amount of one half of one percent (0.50%) set forth above, regardless of whether one or (b) of multiple Registration Defaults or Effective Failures exist. Notwithstanding any provision in this Agreement), for the period from and including the first business day following such Lapse until, but excludingin no event shall Registration Default Damages accrue to holders of Host REIT Common Stock issued upon exchange of Debentures. In lieu thereof, the earlier Company shall increase the Exchange Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing provided, however, that (1i) the date on which such failure is cured foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Debentures and (2ii) the date on which the Effectiveness Period expiresif a Registration Default occurs after a Holder has exchanged its Debentures into Host REIT Common Stock, at a rate per week equal such Holder shall not be entitled to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant any compensation with respect to this Agreement. Such liquidated damages shall be payable monthly in cash.such Host REIT Common Stock

Liquidated Damages. If, after One Hundred and Eighty (a180) If days following the Closing Date, in the event the Company does not register Registrable Securities pursuant to the requirements of Section 2.2 herein, or if the Registration Statement filed pursuant to Section 2.2 herein is not filed within declared effective, or if the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement(s) demanded by Investor including the Registrable Securities is not effective in the period provided under Section 1.1 of this Agreementfrom said One Hundred and Eighty (180) days from the date hereof through two years following the date hereof, the Company shall pay shall, for each such day issue to the Purchaser Investor, as liquidated damages and not as a penalty, 13,699 shares of Preferred Stock for any such day (based on 365 day year), such issuance shall be made no later than the tenth business day of the calendar month next succeeding the month in addition which such day occurs. In addition, if the Company has not filed the Required Registration Statement within the sixty (60) day period after Closing as specified in Section 2.2, the Company shall, for each such day after sixty (60) days from closing and until the filing of the Required Registration Statement, issue to the remedy available Investor, as liquidated damages and not as a penalty, 13,699 shares of Preferred Stock and for any such day (based on 365 day year), such payment shall be made no later than the tenth business day of the calendar month next succeeding the month in which such day occurs. However, in no event shall the Company be required to pay any liquidated damages under this Section 2.8 (i) with respect to any Registrable Securities which are registered in an effective Registration Statement pursuant to Section 2.2 or 3.1 hereunder or otherwise, or (ii) in an aggregate amount exceeding 13,888,889 shares underlying the Preferred Stock in the aggregate (as adjusted pursuant to the Purchaser under Sections 1.3(b) or (c) terms of the Certificate of Designation). The parties agree that the only damages payable for a violation of the terms of this Agreement) for Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the period Investor from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. Such The parties hereto agree that the liquidated damages shall provided for in this Section 2.8 constitute a reasonable estimate of the damages that may be payable monthly in cash. (b) If incurred by the Registration Statement is not declared effective within Investor by reason of the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review failure of the Registration Statement by Statement(s) to be filed or declared effective in accordance with the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points provisions hereof. All obligations of the total purchase price of Company under this Section 2.8 shall terminate when the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. Investors collectively hold less than five percent (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d5%) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashRegistrable Securities.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal or on file, with the Commission prior to twenty-five basis points of or on the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Shelf Filing Deadline; (bii) If the Shelf Registration Statement is not an automatic shelf registration statement and has not been declared effective prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(f) within the period time periods required therein; (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(f)(i), if not immediately effective upon filing, has not been declared effective under the Securities Act prior to the Amendment Effectiveness Deadline Date; (v) except as provided under in Section 1.2 of this Agreement4(b)(ii) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Shelf Registration Statement is declared effectivefiled and has become effective but, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten shall thereafter cease to be effective or fail to be usable for its intended purpose for more than 10 consecutive Business Days; or (10vi) business days any Suspension Period (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below) exceeds 45 days during any 90-day period, at or when aggregated with other Suspension Periods, exceeds 90 days in any 360-day period; (each such event referred to in foregoing clauses (i) through (vi), a “Registration Default”), the time such Cure Period has expired, liquidated damages Company hereby agrees to pay interest (in addition “Liquidated Damages”) with respect to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period Transfer Restricted Securities from and including the first business day following such Lapse until, the Registration Default to but excluding, excluding the earlier of (1) the date day on which such failure is the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Notes, to each holder of Notes, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (y) with respect to the period commencing on which the Effectiveness Period expires91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Liquidated Damages accrue at a rate per week equal to twenty-five basis points year exceeding 0.50% of the total purchase price aggregate principal amount of the Shares purchased and still held Notes; and (B) in respect of the Notes that are Transfer Restricted Securities submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Common Stock, the Holder will not be entitled to receive any Liquidated Damages with respect to such Common Stock but will be entitled to a conversion rate adjustment in accordance with the terms as set forth in Section 10.11(e) of the Indenture; and (C) in respect of Common Stock issued upon conversion of Notes, each holder of such Common Stock will not be entitled to any Liquidated Damages if the Registration Default with respect to such Common Stock occurs after the holder has converted the Notes into Common Stock. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Purchaser pursuant Company on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Transfer Restricted Security, the accrual of applicable Liquidated Damages will cease. All obligations of the Company set forth in this Agreement. Such liquidated damages Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall be payable monthly survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in cashfull.

Liquidated Damages. (a) The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If the Registration Statement Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 1 hereof is not filed within with the period provided under Section 1.1 Commission on or before the 30th day after the Initial Closing Date, or declared effective by the Commission on or before the 90th day after the Initial Closing Date (other than by reason of any act or failure to act in a timely manner by the Holder or its counsel) (the "Registration Deadline"), then (a "Delay") the Company will make payments to the Holder, as liquidated damages and in such amounts and at such times as shall be determined pursuant to this AgreementSection, the an amount to be determined as follows. The Company shall pay to the Purchaser liquidated damages (Holder, at the Holder's option, cash in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) an amount for the period from and including the first business day following 30 days after of such Delay equal to $5,000, and $10,000 for each additional 30 day period. Such amounts shall be for (i) the number of months (prorated for partial months beginning 31 days from the Initial Closing until Date) and ending on the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If that the Registration Statement is not declared effective within filed with the period provided under Section 1.2 Commission; (ii) the number of this Agreement, months prorated for partial months beginning 91 days from the Company shall pay to Initial Closing Date) and ending on the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of date the Registration Statement is declared effective by the Commission, provided, however, that there shall be excluded from such period any delays which are solely attributable to the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points failure of the total purchase price Holder to conduct its review of the Shares purchased by registration statement in a reasonably prompt manner; (iii) the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. number of months (cprorated for partial months) If the effectiveness of the Registration Statement lapses or that sales of the Shares can cannot be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in Statement after the Registration Statement has been declared effective; and (iv) the number of months (prorated for partial months) that the Common Stock is not listed or a report filed with included for quotation on the Commission pursuant to Section 13(a), 13(c), 14 OTC Bulletin Board or 15(d) of another United States national securities exchange after the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then Registration Statement has been declared effective. The foregoing shall not relieve the Company shall pay from its obligations to register the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser Registrable Securities pursuant to this Agreement. Such If the Company does not remit the aforementioned to the Holders as set forth above, the Company will pay the Holders' reasonable costs of collection, including attorneys fees, in addition to the liquidated damages damages. The registration of the Securities pursuant to this provision shall be payable monthly not affect or limit Holder's other rights or remedies as set forth in cashthis Agreement.

Liquidated Damages. (a) If The Company and the Registration Statement is not filed within Initial Purchaser agree that the period provided Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 1.1 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of this Agreementsuch damages with precision. Accordingly, under the Company shall pay circumstances and to the Purchaser extent set forth below, liquidated damages ("Liquidated Damages") shall become payable in addition respect of the Notes as follows (each clause below being given independent effect): (i) if the Exchange Registration Statement or any Shelf Registration has not been filed on or prior to the remedy available to applicable Filing Date, Liquidated Damages shall accrue on the Purchaser under Sections 1.3(b) or (c) principal amount at maturity of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, Notes at a rate of 0.50% per week equal to twentyannum for the first 90 days immediately following such Filing Date, such Liquidated Damages increasing by an additional 0.25% per annum at the beginning of each subsequent 90-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.day period; (bii) If if (A) the Exchange Registration Statement is not declared effective within by the period provided under Section 1.2 of this AgreementSEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company shall pay is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Purchaser liquidated damages Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after either such Effectiveness Date, Liquidated Damages shall accrue on the principal amount at maturity of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such date, such Liquidated Damages increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the Expiration Date or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (unless all Notes have been sold thereunder), then Liquidated Damages shall accrue on the principal amount at maturity of the Notes at a rate of 0.50% per annum for the first 90 days commencing on (x) the 181st day after the Issue Date in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Liquidated Damages increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Liquidated Damages as a result of the provisions of clauses (i), (ii) and (iii) above may not exceed in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in addition to the remedy available to the Purchaser under Sections 1.3(a) or case of clause (ci) of this AgreementSection 4(a)), (2) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If upon the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Liquidated Damages on the Notes as a report filed with result of such clause (or the Commission relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Company shall notify the Trustee within five business days after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "Event Date"). Any amounts of Liquidated Damages due pursuant to Section 13(aclauses (a)(i), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(aa)(ii) or (ba)(iii) of this AgreementSection 4 will be payable to the Holders of affected Notes in cash semi-annually on each February 1 and August 1 in each year (to the holders of record on the January 15 and July 15 immediately preceding such dates), for the period from and including commencing with the first business day following such Lapse untildate occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined by multiplying the applicable rate of Liquidated Damages by the principal amount at maturity of the Notes, but excludingmultiplied by a fraction, the earlier numerator of which is the number of days such Liquidated Damages rate was applicable during such period (1) determined on the date on basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash360.

Liquidated Damages. In the event that: (ai) If the a Shelf Registration Statement is not filed within with the SEC or designated as such by the Company on or prior to the Filing Deadline pursuant to Section 2(a)(i), then liquidated damages (“Liquidated Damages”) shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period provided under Section 1.1 from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall pay not have filed a supplement to the Purchaser liquidated damages Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (in addition to the remedy available to the Purchaser under Sections 1.3(bx) or (c) y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Liquidated Damages shall accrue on the principal amount of this Agreement) the Securities at a rate equal to 0.25% per annum for the first 90-day period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedEffectiveness Deadline, and thereafter at a rate per week equal to twenty-five basis points annum of 0.50% of the total purchase price principal amount of the Shares purchased by Securities; (iii) following the Purchaser Effective Date, (A) the Company fails to make any filing required pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (bSection 2(a)(iii) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay hereof prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Filing Deadline applicable thereto, or (cB) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement filing is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within twenty Business Days (or, if a Suspension Period is then in effect, within twenty Business Days following the expiration of such Suspension Period), then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such twentieth Business Day, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; (v) any Suspension Period or Periods exceed 45 days in any three-month period or 90 days in any 12-month period, then, commencing with the 46th day in such three-month period or the 91st day in such 12-month period, as the case may be, then Liquidated Damages shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following the 46th or 91st day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities; or (vi) if the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Liquidated Damages will accrue on the principal amount of Securities held by such Holder at a rate equal to 0.25% per annum for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Securities held by such Holder; provided, however, that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the principal amount of the Securities; and provided further that Liquidated Damages on the principal amount of the Securities as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon the filing of a supplement to the prospectus included Prospectus (in the case of clause (iii)(A) above) or upon the Effective Date (in the case of clause (iii)(B) above); (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or a report filed with usable for resales again becomes effective and usable for resales (in the Commission pursuant case of clause (iv) above); (5) upon such time as the Shelf Registration Statement which had ceased to Section 13(aremain effective or usable for resales again becomes effective and usable for resales (in the case of clause (v) above), 13(c), 14 or 15(d; or (6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at upon the time such Cure Period has expired, liquidated damages Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in addition to the remedy available to the Purchaser under Sections 1.3(acase of clause (vi) or (b) above). Any amounts of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 2(e) will be payable monthly in cashcash on the next succeeding interest payment date to Holders entitled to receive such Liquidated Damages on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue to holders of Common Shares issued upon conversion of Notes. If any Note ceases to be outstanding during any period for which Liquidated Damages are accruing, the Company will prorate the Liquidated Damages payable with respect to such Note. Additional Interest shall represent the sole entitlement of the Holders to money damages relating to the failure of the Company to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to the filing deadline.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein; (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (v) except as provided under in Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not filed and declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the prospectus included in the Registration Statement Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the case of a post-effective amendment, is itself immediately declared effective; or (vi) any Suspension Period exceeds 60 consecutive days or Suspension Periods exceed an aggregate of 90 days in any 360-day period, (each such event referred to in foregoing clauses (i) through (vi), a "REGISTRATION DEFAULT"), the Company shall hereby agrees to pay interest ("LIQUIDATED DAMAGES") with respect to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period Transfer Restricted Securities from and including the first business day following such Lapse until, the Registration Default to but excluding, excluding the earlier of (1) the date day on which such failure is the Registration Default has been cured and (2) the date on which the Effectiveness Period expiresShelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Debentures, to each holder of Debentures who has delivered a completed Notice and Questionnaire to the Company, equal to 0.50% per annum of the aggregate principal amount of a Debenture; provided that in no event shall Liquidated Damages accrue at a rate per week year exceeding 0.50% of the aggregate principal amount of a Debenture; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Debentures who has delivered a completed Notice and Questionnaire to the Company, equal to twenty-five basis points 0.50% per annum of the total purchase price aggregate principal amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages each Debenture converted; provided that in no event shall be payable monthly in cash.Liquidated Damages accrue at a rate per year exceeding

Liquidated Damages. (a) If The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 90th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of 180th day following the Issue Date or, if that day is not a Business Day, the next day that is a Business Day, (iii) the Exchange Offer is not consummated on or prior to the Consummation Deadline, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but is either (a) not filed with the Commission on or prior to the 30th day following the date on which the obligation to file the Shelf Registration arises pursuant to this Agreement or (b) not declared effective on or prior to the 120th day following the date on which the obligation to file the Shelf Registration arises pursuant to this Agreement, or, if either such day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) next day that is a Business Day or (c) is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of this AgreementSection 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (“Liquidated Damages”) will accrue on the affected Notes and the affected Exchange Notes of each Series, as applicable. With respect to each Series, the rate of Liquidated Damages will be $0.05 per week per $1,000 principal amount of Notes of such Series for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional $0.05 per week per $1,000 principal amount of Notes of such Series with respect to each subsequent 90-day period up to a maximum amount of additional interest of $0.30 per week per $1,000 principal amount of Notes of such Series, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expiresNotes and Exchange Notes of such Series otherwise become freely transferable by Holders other than affiliates of the Issuer without further registration under the Securities Act. Notwithstanding the foregoing, at (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Liquidated Damages for such subsequent Registration Default shall initially be $0.05 per week equal to twenty-five basis points per $1,000 principal amount of Notes regardless of the total purchase price rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. (b) With respect to each Series, so long as Notes of such Series remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. With respect to the Senior Fixed Rate Notes, any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each May 1 and November 1 (each a “Senior Fixed Rate Notes Damage Payment Date”), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Senior Fixed Rate Notes that are Registrable Securities. With respect to the Senior Floating Rate Notes, any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each May 1, August 1, November 1 and February 1 (each a “Senior Floating Rate Notes Damage Payment Date” and, together with each Senior Fixed Rate Notes Damage Payment Date, a “Damage Payment Date”), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Senior Floating Rate Notes that are Registrable Securities. With respect to each Series, the amount of Liquidated Damages for Registrable Notes of such Series will be determined by multiplying the applicable rate of Liquidated Damages by the aggregate principal amount of all such Registrable Notes of such Series outstanding on the applicable Damages Payment Date following such Registration Default in the case of the Shares purchased first such payment of Liquidated Damages with respect to a Registration Default (and still held thereafter at the next succeeding applicable Damage Payment Date until the cure of such Registration Default), multiplied by a fraction, the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. (a) If The Issuer, the Guarantor and the Initial Purchasers agree that the Holders will suffer damages if the Issuer or the Guarantor fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Guarantor agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 90th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day; (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided 180th day following the Issue Date or, if that day is not a Business Day, the next day that is a Business Day; (iii) the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on or prior to the 210th day gollowing the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; (iv) the Shelf Registration Statement is required to be filed but is not declared effective by the later of 210 calendar days after the Issue Date or 120 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day; (v) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or usable as required hereunder during the Applicable Period or the Effectiveness Period, as applicable, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof; or (vi) the Private Exchange is not consummated and the Issuer and the Guarantors fail to issue and deliver the Private Exchange Notes as required under Section 1.2 of this Agreement2(b) hereof; (each such event referred to in clauses (i) through (vi) a "Registration Default"), the Company shall pay to the Purchaser liquidated damages in the form of additional cash interest ("Liquidated Damages") will accrue on the affected Notes and the affected Exchange Notes, as applicable. The rate of Liquidated Damages will $0.05 per week per $1,000 in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) principal amount of this Agreement) affected Notes and affected Exchange Notes, as applicable, for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional $0.05 per week per $1,000 in principal amount of affected Notes and affected Exchange Notes, as applicable, with respect to each subsequent 90-day period up to a maximum amount of additional interest of $0.25 per week per $1,000 in principal amount of affected Notes and affected Exchange Notes, as applicable, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expiresNotes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuer without further registration under the Securities Act. If, at after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Liquidated Damages for such Registration Default shall initially be $0.05 per week equal to twenty-five basis points per $1,000 in principal amount of affected Notes or affected Exchange Notes, as applicable, regardless of the total purchase price rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum amounts contained in the preceding sentence. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information and still held by the Purchaser Issuer and the Guarantor have therefore excluded such Holder pursuant to this AgreementSection 5 hereof) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. Such liquidated damages Liquidated Damages shall be the exclusive monetary remedy available to the Holders of the Registrable Notes with respect to Registration Defaults. (b) So long as Notes remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable monthly in cashcash semi-annually on each April 1 and October 1 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Notes.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 75th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 150th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased and still held by the Purchaser pursuant Shelf Registration Statement (i.e., such Holder has not elected to this Agreement. Such liquidated damages include information) shall not be payable monthly in cash.entitled to Liquidated Damages with respect to

Liquidated Damages. (a) If Notwithstanding any postponement of effectiveness permitted by Section 2(a) hereof, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement is has not been filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission or (ii) on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 270th day following 30 days after the Closing until the date on which Date, such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this AgreementCommission (each, a "Registration Default"), the Company shall be required to pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period "Liquidated Damages"), from and including the first business day following 60 days after the Closing or, in the event of a review of the such Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per week annum equal to twentyone-five basis points quarter of one percent (0.25%) of the total purchase price principal amount of Registrable Securities for the period from the occurrence of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly Registration Default until such time as no Registration Default is in casheffect. (cb) If In the effectiveness event that during the Effectiveness Period (i) the Shelf Registration Statement ceases to be effective, (ii) the Company suspends the use of the Registration Statement lapses Prospectus pursuant to Section 2(c) or 3(j) hereof, (iii) the Holders are not authorized to use the Prospectus pursuant to Section 3(g) hereto or (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales of the Shares can not be made pursuant to the Shelf Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser Statement (in either case, a each an "LapseEffective Failure") at for more than 30 days, whether or not consecutive, in any point 90-day period, or for more than 90 days, whether or not consecutive, during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a postany 12-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsemonth period, then the Company shall pay Liquidated Damages at a rate per annum equal to one-half of one percent (0.50%) of the Holder, principal amount of Registrable Securities for the period from the occurrence of the Effective Failure until such time as defined below, at the time such Cure Period has expired, liquidated damages no Effective Failure is in effect. (in addition c) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(aparagraphs (a) or (b) of this AgreementSection 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), for as applicable, following the period from and including the first business day following date of such Lapse untilRegistration Default or Effective Failure, but excluding, the earlier of as applicable. Such Liquidated Damages will accrue (1) in respect of the date Securities at the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, on which such failure is cured the principal amount of the Securities and (2) in respect of the date on which Ordinary Shares issued upon conversion of the Effectiveness Period expiresSecurities, at a rate per week equal the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, applied to twenty-five basis points the Conversion Price (as defined in the Indenture) at the time of such Registration Default or Effective Failure. (d) Except as provided in Section 8(b) hereof, the Liquidated Damages as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist.

Liquidated Damages. (a) If The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the applicable Registration Statement is referred to in either Section 2 or Section 3 has not filed within been declared effective by the period provided under Section 1.1 SEC on or prior to the Effective Date or (ii) either (A) the Exchange Offer has not been consummated on or prior to the later of the Consummation Date or 180 days immediately following the date of this Agreement, or (B) at any time prior to the end of the Effectiveness Period the Shelf Registration shall have ceased to be continuously effective without being succeeded within 30 days by an additional Shelf Registration having been filed with and declared effective by the SEC (each such event referred to in clauses (i) and (ii), an "Event Date"), then the Company shall pay agrees to pay, as liquidated damages, and not as a penalty, to each Holder of a Transfer Restricted Security, an additional amount (the Purchaser liquidated damages "Liquidated Damages") equal to (in addition to the remedy available to the Purchaser under Sections 1.3(ba) or (c) of this Agreement) for the period from and including during the first business 90-day period beginning on, and including, the Event Date, $0.05 per calendar week (or partial calendar week), per $1,000 principal amount of Transfer Restricted Secu rities held by such Holder and (b) during each subsequent 90-day period immediately following 30 days after the Closing until final day of the prior 90-day period, an additional $0.05 per calendar week (or partial calendar week) per $1,000 principal amount of Transfer Restricted Securities held by such Holder, up to a maximum amount of Liquidated Damages of $0.25 per calendar week (or partial calendar week) per $1,000 principal amount of Transfer Restricted Securi ties, and, in all cases, ending on, but excluding, (x) in the case of clause (i) above, the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points (y) in the case of clause (ii)(A) above, the date on which the Exchange Offer is consummated and (z) in the case of clause (ii)(B) above, the date the Shelf Registration again becomes effective under the Securities Act. (b) The Company shall notify the Trustee and Paying Agent under the Indenture immediately upon the happening of each and every Event Date. The Company shall pay the Liquidated Damages due on the Transfer Restricted Securities by depositing with the Paying Agent (which shall not be the Company for these purposes), in trust, for the benefit of the total purchase price of holders thereof, at least one Business Day prior to the Shares purchased next interest payment date specified by the Purchaser pursuant Indenture, sums sufficient to this Agreementpay the Liquidated Damages then due. Such liquidated damages The Liquidated Damages due shall be payable monthly in cashon each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the applicable Event Date. (c) If The parties hereto agree that the effectiveness Liquidated Damages provided for in this Section 4 constitute a reasonable estimate of the Registration Statement lapses or sales damages that will be suffered by Holders of the Shares can not be made pursuant to the Registration Statement, Transfer Restricted Securities by reason of a stop order from the Commission or any other reason outside failure of the control of Exchange Offer to be consummated or the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment Shelf Registration to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934remain effective, as amended (the "Exchange Act") or other action that cures such Lapsecase may be, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of accordance with this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. (a) If The parties hereto agree that PPG will suffer damages if UDC fails to fulfill its obligations under Article 11, and that it would not be feasible to ascertain the extent of such damages. Accordingly: 11.7.1 if the Registration Statement is not filed within thirty (30) days of the period provided under Section 1.1 date of execution of this Agreement, UDC will be obligated to pay liquidated damages to PPG in the Company shall pay form of shares of UDC Common Stock in an amount equal to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) quotient of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased $25,000 divided by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If Average Price for each month or portion thereof during which the Registration Statement is has not been filed after such thirty (30) day period; 11.7.2 if the Registration Statement has not been declared effective within the period provided under Section 1.2 earlier of (a) one hundred twenty (120) days of the date of its filing or (b) one hundred fifty (150) days of the execution of this Agreement, then UDC will be obligated to pay liquidated damages to PPG in the Company shall pay form of shares of UDC Common Stock in an amount equal to the Purchaser liquidated damages (in addition to quotient of $25,000 divided by the remedy available to the Purchaser under Sections 1.3(a) Average Price for each month or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of portion thereof during which the Registration Statement by the Commission, the first business has not been declared effective after such one hundred twenty (120) day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.period; and (c) If the effectiveness of 11.7.3 if the Registration Statement lapses or sales of the Shares can has not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured been declared effective within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1a) one hundred eighty (180) days of the date on which such failure is cured and of its filing or (2ii) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points two hundred ten (210) days of the total purchase price execution of this Agreement, provided such delay is not due solely to the Shares purchased fault of PPG to comply with its obligations under Section 11.3, then PPG may unilaterally terminate this Development Agreement, which Development Agreement shall be null and still held by void and, notwithstanding any other provision hereof, PPG shall have no liability with respect to such termination or otherwise; provided further that UDC shall not be required to pay liquidated damages to PPG pursuant to Section 11.7.2 if PPG elects to terminate the Purchaser Development Agreement pursuant to this AgreementSection 11.7.3 and receives full payment in cash of the promissory note, bearing interest as described in Section 10.1 of this Agreement on the maturity date thereof. Such Notwithstanding anything to the contrary in this Section 11.7, UDC shall not be required to pay liquidated damages shall be payable monthly in cashto PPG if PPG failed to comply with its obligations under Section 11.3.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(e) (excluding paragraphs (e)(ii) and (iii) thereof) within the time period required therein; (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (v) except as provided under in Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not filed and declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") 15 Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the prospectus included in the Registration Statement Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the case of a post-effective amendment, is itself immediately declared effective; or (vi) (A) prior to or on the 45th day of any Suspension Period, such Suspension Period has not been terminated or (B) Suspension Periods exceed an aggregate of 120 days in any 360-day period; provided, however, the Company shall may extend the Suspension Period from 45 days to 60 days in any 90-day period and from 120 days to 180 days in any 360-day period; (each such event referred to in foregoing clauses (i) through (vi), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay interest ("LIQUIDATED DAMAGES") with respect to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period Transfer Restricted Securities from and including the first business day following such Lapse until, the Registration Default to but excluding, excluding the earlier of (1) the date day on which such failure is cured and the Registration Default has been cured, (2) the date on which such Transfer Restricted Securities cease to be Transfer Restricted Securities and (3) the Effectiveness Period expiresdate the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Notes, to each Holder of Notes, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Liquidated Damages accrue at a rate per week annum exceeding 0.50% of the aggregate principal amount of the Notes; and (B) in respect of any Common Shares, to each Holder of Common Shares issued upon conversion of Notes, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to twenty-five basis points 0.25% per annum of the total purchase price aggregate principal amount of each Note converted, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the Shares purchased and still held aggregate principal amount of each Note converted; provided that in no event shall Liquidated Damages accrue at a rate per annum exceeding 0.50% of the aggregate principal amount of the converted Notes. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Purchaser pursuant Company on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Note or Common Share, the accrual of Liquidated Damages with respect to such Note or Common Share will cease. All obligations of the Company set forth in this AgreementSection 3 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 Transfer Restricted Security shall have been satisfied in full. Such liquidated damages The Liquidated Damages set forth above shall be payable monthly the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default. The rate of accrual of Liquidated Damages with respect to any period shall not exceed the rate provided for in cashSection 3(a) notwithstanding the occurrence of multiple Registration Defaults.

Liquidated Damages. (a) If The parties hereto agree that the Holders of Securities will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (to the extent applicable) (i) the applicable Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages date specified for such filing above, (in addition to ii) the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Exchange Offer Registration Statement is not declared effective within 150 days after the period provided under Section 1.2 Issue Date or the Shelf Registration Statement is not declared effective on or prior to the 60th day after the Shelf Filing Date (or in the case of this Agreementa Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of the Commission's Staff, if later, within 60 days after publication of the change in law or interpretation), (iii) the Exchange Offer is not consummated on or prior to 165 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective on or prior to the date specified for such effectiveness, but shall thereafter cease to be effective (at any time that the Issuers are obligated to maintain the effectiveness thereof) (each such event referred to in clauses (i) through (iv), a "Registration Default"), then, as liquidated damages for such Registration Default, the Company Issuers will generally be obligated to pay additional interest ("Additional Interest") to each holder of Transfer Restricted Securities (as defined below), which Additional Interest shall pay to accrue on the Purchaser liquidated damages (Securities over and above the interest set forth in addition to the remedy available to title of the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period Securities from and including the first business day following 60 days after the Closing or, in the event of a review of the date on which any such Registration Statement by the Commission, the first business day following 90 days after the Closing until, Default shall occur to but excluding the date on which all such Registration Statement is declared effectiveDefaults have been cured, at a rate of 0.50% per week equal to twentyannum (increasing at the rate of 0.50% per annum at the end of each 90-five basis points day period thereafter); provided, however, that Additional Interest on the Securities may not exceed, in the aggregate, 1.0% per annum. Following the cure of all Registration Defaults, the total purchase price accrual of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. will cease. "Transfer Restricted Securities" means each Security or Exchange Security until (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1i) the date on which such failure is cured and Security or Exchange Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer, (2ii) the date on which such Security or Exchange Security has been effectively registered under the Effectiveness Period expires, at a rate per week equal Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such Security or Exchange Security is distributed to twenty-five basis points the public pursuant to Rule 144 under the Securities Act or is salable pursuant to Rule 144(k) under the Securities Act. All obligations of the total purchase price of Issuers and the Shares purchased and still held by Guarantors set forth in the Purchaser pursuant preceding paragraph that are outstanding with respect to this Agreement. Such liquidated damages any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall be payable monthly survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in cashfull.

Liquidated Damages. (a) If The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 90th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date or, if that day is not a Business Day, the Company shall pay next day that is a Business Day, (iii) the Exchange Offer is not consummated on or prior to the Purchaser 45th day following the date the registration statement is declared effective or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed, but is not declared effective on or prior to the 120th day following the occurrence of the Shelf Filing Event, or, if that day is not a Business Day, the next day that is a Business Day, or the Shelf Registration Statement is declared effective by such date but thereafter ceases to be effective or usable (except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof) and is not succeeded immediately by an additional registration statement filed and declared effective. (each such event referred to in clauses (i) through (iv) a "Registration Default"), liquidated damages in the form of additional cash interest (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) for the period Liquidated Damages will be 0.25% per annum from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Company without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commences to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. In the event that (ai) (A) If neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the SEC on or prior to the 150th day after the Issue Date or (B) notwithstanding that the Company and the Trust have consummated or will consummate an Exchange Offer, the Company and the Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay on or prior to the Purchaser liquidated damages (in addition to date required by Section 2(b) hereof, then commencing on the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filedapplicable required filing date, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.on the principal amount of the Subordinated Debentures, and additional distributions shall accumulate on the liquidation amount of the Capital Securities, each at a rate of 0.25% per annum; or (bA) If neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the SEC on or prior to the 30th day after the applicable required filing date or (B) notwithstanding that the Company and the Trust have consummated or will consummate an Exchange Offer, the Company and the Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this Agreement, the Company shall pay SEC on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business 30th day following 60 days after the Closing or, in the event of a review of the date such Shelf Registration Statement by was required to be filed, then, commencing on the Commission, the first business 31st day following 90 days after the Closing untilapplicable required filing date, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If on the effectiveness principal amount of the Registration Statement lapses or sales Subordinated Debentures, and additional distributions shall accumulate on the liquidation amount of the Shares can not be made pursuant to the Registration StatementCapital Securities, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, each at a rate of 0.25% per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.annum; or

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement has not become effective, or a previously effective Shelf Registration Statement has not been made available, prior to or on the Effectiveness Target Date; (ii) the Company has failed to perform its obligations set forth in Section 2(f) within the time periods required therein; (iii) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(f)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (iv) except as provided in Section 4(b)(ii) hereof, the Shelf Registration Statement is not filed within the period provided under Section 1.1 of this Agreementand has become effective but, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without shall thereafter cease to be effective or fail to be usable for its intended purpose, and the Company does not cure such Lapse being cured failure within ten (10) 10 business days (the "Cure Period") by a post-effective amendment amendment, prospectus supplement or report filed pursuant to the Registration StatementExchange Act; or (v) Suspension Periods exceed 45 consecutive days or an aggregate of 120 days in any 360-day period; (each such event referred to in foregoing clauses (i) through (vi), a supplement “Registration Default”), the Company hereby agrees to pay interest (“Liquidated Damages”) with respect to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Transfer Restricted Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, the Registration Default to but excluding, excluding the earlier of (1) the date day on which such failure is the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Notes, to each holder of Notes, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (y) with respect to the period commencing on which the Effectiveness Period expires91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Liquidated Damages accrue at a rate per week equal to twenty-five basis points year exceeding 0.50% of the total purchase price aggregate principal amount of the Shares purchased Notes; and (B) in respect of the Notes that are Transfer Restricted Securities submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Common Stock, the holder will not be entitled to receive any Liquidated Damages with respect to such Common Stock but (x) will be entitled to a conversion rate adjustment in accordance with the terms of the Notes as set forth in the Indenture and still held (y) will receive from the Company on the settlement date with respect to such conversion, accrued and unpaid Liquidated Damages calculated in accordance with paragraph (A) to the Conversion Date (as defined in the Indenture); and (C) in respect of Common Stock issued upon conversion of Notes, each holder of such Common Stock will not be entitled to any Liquidated Damages if the Registration Default with respect to such Common Stock occurs after the holder has converted the Notes into Common Stock. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Purchaser pursuant Company on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Transfer Restricted Security, the accrual of applicable Liquidated Damages will cease. All obligations of the Company set forth in this AgreementSection 3 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 Transfer Restricted Security shall have been satisfied in full. Such liquidated damages The Liquidated Damages set forth above shall be payable monthly in cashthe exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default.

Liquidated Damages. Securities will provide that in the event that either (a) If the Registration Statement is registration statements required in Sections 2.1 and 2.2 hereof are not filed within with the period provided under Section 1.1 of this AgreementCommission on or before the date specified for such filing, (b) such registration statements are not declared effective by the Company shall pay SEC on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or date specified for such effectiveness, (c) the Exchange Offer is not consummated within 30 business days of this Agreementthe effectiveness date with respect to the Exchange Offer Registration Statement, or (d) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of or the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Exchange Offer Registration Statement is declared effectiveeffective but thereafter, at ceases to be effective or usable (other than during any period during which the Prospectus has been suspended pursuant to Section 2.4(c) or pursuant to a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased notice delivered by the Purchaser Company and the Guarantor pursuant to Section 3(e)) in connection with the Exchange Offer or resales of restricted notes, as the case may be, during the periods specified in this Agreement. Such liquidated damages shall be payable monthly agreement, subject to certain exceptions (each such event referred to in cash. clauses (a) through (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either caseabove, a "LapseRegistration Default") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition "Liquidated Damages") to each holder of the Exchange Securities, with respect to the remedy available first 90-day period while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the Purchaser under Sections 1.3(a) or principal amount of the notes. The amount of Liquidated Damages will increase by an additional 0.25% per annum of the principal amount of the notes from the 91st day following a Registration Default until all Registration Defaults have been cured, up to a maximum amount of 0.50% of the principal amount of the notes. Following the cure of all Registration Defaults the accrual of Liquidated Damages will cease. The Company shall notify the Trustee within five business days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid (b) of this Agreementan "Event Date"). Liquidated Damages shall be paid by depositing with the Trustee, in trust, for the period benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Liquidated Damages then due. The Liquidated Damages due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Liquidated Damages shall be deemed to accrue from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured applicable Event Date and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held shall be guaranteed by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashGuarantor under the Guarantees.

Liquidated Damages. (a) If The Issuer, the Initial Purchasers and the Purchaser agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees that if: (i) the Issuers fail to file the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 90th day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Issue Date, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement270th day following the Issue Date or, if that day is not a Business Day, the Company shall pay next day that is a Business Day; (iii) the Exchange Offer is not consummated on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business 40th day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such the Exchange Offer Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.; (civ) If the effectiveness of the a Shelf Registration Statement lapses or sales of the Shares can not required to be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a2(c)(ii), 13(c(iii) or (iv) is not filed on or prior to the 90th day following the Shelf Filing Event, or, if that day is not a Business Day, the next day that is a Business Day; (v) a Shelf Registration Statement that is either (x) required to be filed pursuant to Section 2(c)(i) is not declared effective by the 270th day after the Shelf Filing Date (or if such day is not a Business Day, the next day that is a Business Day), 14 or 15(d(y) required to be filed pursuant to Section 2(c)(ii), (iii) or (iv) is not declared effective by the 90th day after the Filing Date (or, if such day is not a Business Day, the next day that is a Business Day) or (z) in the case of (x) or (y) of this clause is declared effective by such date but thereafter ceases to be effective or usable, except if the Securities Exchange Act Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of 1934, as amended Section 5 hereof; or (vi) the Shelf Registration Statement does not remain continuously effective for the Effectiveness Period (save and except for any Delay Periods) (each such event referred to in clauses (i) through (vi) a "Exchange ActRegistration Default") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired), liquidated damages in the form of additional cash interest (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (b) affected Exchange Notes, as applicable. The rate of this Agreement), Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following date on which any such Lapse untilRegistration Default shall occur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuer without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase more than by the foregoing rates because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and still held every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each June 1 and December 1 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. If (ai) If the any Registration Statement required by this Agreement is not filed within with the period provided under Section 1.1 of Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Company shall pay Commission on or prior to the Purchaser liquidated damages date specified for such effectiveness in this Agreement (in addition to the remedy available to "Effectiveness Target Date"), (iii) the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following Exchange Offer has not been Consummated within 30 days after the Closing until date the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Exchange Offer Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased effective by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or (iv) subject to the provisions of Section 6(c)(i) below, any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured within ten (10) business days (the "Cure Period") succeeded immediately by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the such Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), then a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), the Liquidated Damages, in addition to the base interest that would otherwise accrue on the Senior Notes, shall accrue at a per annum rate of .25% for the first 90 days of the Registration Default Period, at a per annum rate of .25% for the second 90 days of the Registration Default Period, at a per annum rate of .25% for the 90 days of the Registration Default Period and at a per annum rate of .25% thereafter for the remaining portion of the Registration Default Period. All accrued Liquidated Damages shall be paid by the Company shall pay by wire transfer of immediately available funds or by federal funds check on the next succeeding August 1 or February 1, as the case may be, to the HolderHolders of record on the relevant record dates for the payment of interest as provided in the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, as defined below, the accrual of Liquidated Damages with respect to 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 Cure Period has expired, liquidated damages (security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations set forth in addition the preceding paragraph with respect to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages security shall be payable monthly have been satisfied in cashfull.

Liquidated Damages. (a) If Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 75th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 150th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement and still held (3) no holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchaser shall be entitled to Liquidated Damages by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, with respect to any Registration Default, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) or (iv) above, (3) upon completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, the applicable Registration Default shall be deemed to have been cured. (b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an “Event Date”). Any amounts of Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. (a) If Pursuant to Section 2(a) hereof, the Company may, upon written notice to all the Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. Notwithstanding any such postponement, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission (each, a "Registration Default"), the Company shall be required to pay liquidated damages ("Liquidated Damages"), from and including the day following such Registration Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) (an "Effective Failure") for more than 30 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 365 day period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) of the principal amount of Registrable Securities from the 31st day of the applicable 90-day period or the 91st day of the applicable 365 day period, as the case may be, that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the period provided under applicable 90-day or 12-month period, as the case may be, shall not be included. (c) In the event the Company fails to file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, within the periods required by Section 1.1 of this Agreement3, the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) of the Purchaser liquidated damages principal amount of Registrable Securities from and including the date of such Registration Default until such time as such Registration Default is cured. (in addition d) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(bparagraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid semi-annually in arrears, with the first business day semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after the Closing until the date on which of such Registration Statement is filed, at a rate per week equal to twenty-five basis points Default. Such Liquidated Damages will accrue (1) in respect of the total purchase price of Securities at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this AgreementSection 7, as applicable, on the principal amount of the Securities and (2) for in respect of the period from and including Common Stock issued upon conversion of the first business day following 60 days after Securities, at the Closing orrates set forth in paragraphs (a), (b) or (c) of this Section 7, as applicable, applied to the Conversion Price (as defined in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, Indenture) at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashthat time. (ce) If Except as provided in Section 8(b) hereof, the effectiveness of Liquidated Damages as set forth in this Section 7 shall be the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) Holders of Registrable Securities for such Registration Default or (b) of this Agreement), for Effective Failure. In no event shall the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal Company be required to twenty-five basis points pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults exist.

Liquidated Damages. Subject to diligent efforts to comply with applicable laws, rules and/or regulations for which the following time period shall be extended if, after five (a5) If months from the date hereof, in the event the Company does not register the Registrable Securities pursuant to the requirements of Section 2.2 herein, or if the Registration Statement filed pursuant to Section 2.2 herein is not filed within declared effective, or if the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement including the Registrable Securities is not effective in the period provided under Section 1.1 of this Agreementfrom five months from the date hereof through two years following the date hereof, the Company shall shall, for each such day, pay to the Purchaser Purchaser, as liquidated damages (in addition and not as a penalty, an amount equal to 30% of the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) Purchase Price per annum; and for the period from and including any such day, such payment shall be made no later than the first business day following 30 of the calendar month next succeeding the month in which such day occurs. In addition, if the Company has not filed a registration statement within the thirty day period after closing as specified in 2.2, the Company shall, for each such day after thirty days after the Closing from closing and until the date on filing of a registration statement, pay the Purchaser, as liquidated damages and not as a penalty, an amount equal to thirty percent (30%)of the Purchase Price per annum; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such Registration Statement is filed, at day occurs. The parties agree that the only damages payable for a rate per week equal to twenty-five basis points violation of the total purchase price terms of the Shares purchased by this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the Purchaser pursuant from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. Such The parties hereto agree that the liquidated damages shall provided for in this Section 2.8 constitute a reasonable estimate of the damages that may be payable monthly in cash. (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to incurred by the Purchaser liquidated damages (in addition to by reason of the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review failure of the Registration Statement by to be filed or declared effective in accordance with the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points provisions hereof. The obligation of the total purchase price Company terminates when the holder of shares of Registrable Securities no longer holds more than twenty percent (20%) of their shares of Registrable Securities. The penalties of this provision shall not be cumulative with those of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashStock Purchase Agreement of even date herewith. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 45th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 105th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 165th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the first anniversary of the Issue Date. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement and (3) no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to Liquidated Damages by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, with respect to any Registration Default, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) or (iv) above, (3) upon completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, the applicable Registration Default shall be deemed to have been cured. (b) The Company shall notify the Trustee within one Business Day after each and every date on which the Effectiveness Period expires, at a rate per week equal an event occurs in respect of which Liquidated Damages are required to twenty-five basis points be paid (an “Event Date”). Any amounts of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. (a) If The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 120th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 240th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the second anniversary of the Issue Date. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement and (3) no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchasers shall be entitled to Liquidated Damages by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, with respect to any Registration Default, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) or (iv) above, (3) upon completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, the applicable Registration Default shall be deemed to have been cured. (b) The Company shall notify the Trustee within one Business Day after each and every date on which the Effectiveness Period expires, at a rate per week equal an event occurs in respect of which Liquidated Damages are required to twenty-five basis points be paid (an “Event Date”). Any amounts of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. (a) If Tenant shall have the Registration Statement is not filed within right to terminate this lease at any time after April 1, 2009. Tenant shall exercise this right by delivering written notice to Landlord via United States Post Office first class mail and certified mail, return receipt requested. The date postmarked on the period provided under Section 1.1 envelope addressed to Landlord shall constitute the “termination date”. In the event that Tenant exercises this right to terminate prior to May 1 of this Agreementany year, the Company then Tenant shall pay to Landlord all accrued rent through the Purchaser termination date and liquidated damages equal to Two Hundred Thousand and 00/100 Dollars (in addition $200,000.00). In the event that Tenant exercises this right to terminate between May 1 and August 1 of any year, then Tenant shall pay to Landlord all accrued rent through the termination date and liquidated damages equal to Three Hundred Thousand and 00/100 Dollars ($300,000.00). In the event that Tenant exercises this right to terminate after August 1 of any year, then Tenant shall pay to Landlord all accrued rent through the termination date and liquidated damages equal to Four Hundred Thousand and 00/100 Dollars ($400,000.00). All payments due by Tenant will be within (60) days of the termination date. Landlord and Tenant have agreed to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly herein set forth in cashorder to avoid extended litigation following a termination by Tenant, recognizing that Landlord’s actual damages in such event are not susceptible to precise calculation and acknowledgement that the liquidated damages herein set forth constitute fair and equitable compensation to Landlord in such event. (b) If Landlord shall have the Registration Statement is not declared effective within right to terminate this lease at any time. Landlord shall exercise this right by delivering written notice to Tenant via United States Post Office first class mail and certified mail, return receipt requested. The date postmarked on the period provided under Section 1.2 of envelope addressed to Tenant shall constitute the “termination date”. In the event Landlord exercises this Agreementright to terminate prior to December 1, the Company 2010, then Landlord shall pay to the Purchaser Tenant liquidated damages in the amount of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00). In the event Landlord exercises this right to terminate after December 1, 2010, then Landlord shall pay to Tenant liquidated damages in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). In addition to the remedy available above, Landlord shall pay to Tenant the depreciated value as of the termination date of all Improvements made by Tenant which were approved by Landlord. The depreciation value shall be the value of the Improvement less the depreciation as agreed upon by Landlord and Tenant prior to the Purchaser Improvement being erected or placed in service. Depreciation of the assets shall be by means of straight-line depreciation of the value of the assets over a period of time agreed to by Landlord and Tenant prior to the erection of the asset or the asset being placed in service. All payments due by Landlord under Sections 1.3(athis paragraph will be paid to Tenant within sixty (60) days of the receipt by Landlord of the statement of depreciated value of Improvements received by Landlord from Tenant. Landlord and Tenant have agreed to the liquidated damages herein set forth in order to avoid extended litigation following a termination by Tenant or (c) Landlord, recognizing that Landlord’s or Tenant’s actual damages in such event are not susceptible to precise calculation and acknowledgement that the liquidated damages herein set forth constitute fair and equitable compensation to Landlord or Tenant in such event. A termination of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of lease shall also act as a review termination of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this AgreementBig Boulder Lease. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, Big Boulder Lease is voluntarily terminated by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission Big Boulder Corporation pursuant to Section 13(a)19 of said Big Boulder Lease, 13(c), 14 or 15(dTenant shall have the option of continuing this lease and not having this lease terminated by Big Boulder Corporation’s termination. The provision of subparagraph 19(b) shall not apply to termination of the Securities Exchange Act Lease as a result of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Tenant’s breach of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashLease.

Liquidated Damages. (a) If Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if (i) on or prior to the 120th day following the Issue Date, a Shelf Registration Statement is has not been filed within with the period provided under Section 1.1 of this AgreementCommission, the Company shall pay (ii) on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 180th day following 30 days after the Closing until the date on which Issue Date, such Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the initial Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) Commission or (ciii) of this Agreement) for the period from and including the first business day following 60 days if, after the Closing or, in the event effectiveness date of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the any Shelf Registration Statement, by reason (x) such Shelf Registration Statement ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a stop order from Suspension Period), and the Commission or any other reason outside of the control of the Purchaser Company fails to file (in either caseand have declared effective), a "Lapse") at any point during the Effectiveness Periodwithin five Business Days, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the such Shelf Registration Statement, a Statement or amendment or supplement to the prospectus included in the Registration Statement Prospectus contained therein or a report filed such other document with the Commission pursuant to Section 13(amake such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed 45 days, whether or not consecutive, in any 90-day period, or more than 90 days, whether or not consecutive, during any 12-month period during the Effectiveness Period (each, a “Registration Default”), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall be required to pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to “Liquidated Damages”) on the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement)Securities, for the period from and including the first business day following such Lapse untilRegistration Default to but excluding the day on which such Registration Default is cured, but excludingat a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Securities to and including the 90th day following such Registration Default, and one-half of one percent (0.5%) thereof from and after the earlier 91st day following such Registration Default. The Company shall not be required to pay Liquidated Damages in respect of shares of Common Stock issued upon conversion of the Securities. (1b) A Holder will not be entitled to Liquidated Damages until such time as it has provided to the Company a completed Notice and Questionnaire. (c) Any amounts to be paid as Liquidated Damages pursuant to paragraph (a) of this Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date for the Securities following the date on which such failure is cured and Liquidated Damages begin to accrue, to the persons in whose name the Securities are registered at the close of business on February 15 or August 15, whether or not a Business Day, immediately preceding the relevant interest payment date. (2d) Except as provided in Section 8(a) hereof, the date on which Liquidated Damages as set forth in this Section 7 shall be the Effectiveness Period expires, at a rate per week equal exclusive monetary remedy available to twenty-five basis points the Holders of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults exist.

Liquidated Damages. (a) If The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 120th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 240th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the second anniversary of the Issue Date. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement and (3) no Holder of Notes constituting an unsold allotment from the original sale of the Notes by the Company to the Initial Purchaser shall be entitled to Liquidated Damages by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, with respect to any Registration Default, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) or (iv) above, (3) upon completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, the applicable Registration Default shall be deemed to have been cured. (b) The Company shall notify the Trustee within one Business Day after each and every date on which the Effectiveness Period expires, at a rate per week equal an event occurs in respect of which Liquidated Damages are required to twenty-five basis points be paid (an “Event Date”). Any amounts of the total purchase price of the Shares purchased and still held by the Purchaser Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. (a) If If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein; (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (v) except as provided under in Section 1.1 of this Agreement4(b)(i) hereof, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Registration Statement is not filed and declared effective within the period provided under Section 1.2 of this Agreementbut, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such Lapse being cured succeeded within ten (10) business days (the "Cure Period") five Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the prospectus included in the Registration Statement Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapsefailure and, then in the case of a post-effective amendment, is itself immediately declared effective; or (vi) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (vi), a "Registration Default"), the Company shall hereby agrees to pay interest ("Liquidated Damages") with respect to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period Transfer Restricted Securities from and including the first business day following such Lapse until, the Registration Default to but excluding, excluding the earlier of (1) the date day on which such failure is the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Debentures, to each holder of Debentures who has delivered a completed Notice and Questionnaire to the Company, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate issue price of the Debentures, and (y) with respect to the period commencing on which the Effectiveness Period expires91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate issue price of the Debentures; provided that in no event shall Liquidated Damages accrue at a rate per week equal to twenty-five basis points year exceeding 0.50% of the total purchase aggregate issue price of the Shares purchased Debentures; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Debentures who has delivered a completed Notice and still held Questionnaire to the Company, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate issue price of each Debenture converted, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate issue price of each Debenture converted; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the aggregate issue price of the converted Debentures. (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Purchaser pursuant Company on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Debenture or share of Common Stock, the accrual of Liquidated Damages with respect to such Debenture or share of Common Stock will cease. All obligations of the Company set forth in this AgreementSection 3 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 Transfer Restricted Security shall have been satisfied in full. Such liquidated damages The Liquidated Damages set forth above shall be payable monthly in cashthe exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default.

Liquidated Damages. (a) If The Issuer, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuer and the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Guarantors agree that, subject to the penultimate paragraph of Section 5, if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 90th day following the Issue Date or, if that filing date is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date or, if that effectiveness day is not a Business Day, the Company shall pay next day that is a Business Day, (iii) the Exchange Offer is not consummated on or prior to the Purchaser 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but is not declared effective by the later of 180 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a "REGISTRATION DEFAULT"), liquidated damages in the form of additional cash interest (in addition to "LIQUIDATED DAMAGES") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuer without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (I.E., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each May 15 and still held November 15 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the Purchaser pursuant aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to this Agreement. Such liquidated damages shall be payable monthly a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in cashthe case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Liquidated Damages. In the event that (a) If the Exchange Offer Registration Statement has not been declared effective on or prior to the 360th calendar day following the Closing Date or (b) the Exchange Offer is not filed within the period provided under Section 1.1 of this Agreement, the Company shall pay completed on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days 405th calendar date after the Closing until the date on which such Registration Statement is filed, at Date and a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the Shelf Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay on or prior to the Purchaser liquidated damages 450th calendar day following the Closing Date (each such event referred to in addition to the remedy available to the Purchaser under Sections 1.3(aclauses (a) or (cb) of this Agreement) for the period from and including the first business day following 60 days after the Closing orabove, in the event of a review of the “Registration Statement by the CommissionDefault”), the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly (“Liquidated Damages”) in cash. respect of outstanding Registrable Securities at the rate of (cx) If one-quarter of one percent (0.25%) per annum upon the effectiveness occurrence of any Registration Default on or after the 360th 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 405th 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 Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such LapseDefaults, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day immediately following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and consummation of the Exchange Offer or (2) the effectiveness of a Shelf Registration, as the case may be (such event referred to in clauses (1) or (2) 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 Effectiveness Period expiresExchange Securities are eligible for sale pursuant to Rule 144(k) under the 1933 Act or any successor provision, at a rate per week equal to twenty-five basis points the accrual of Liquidated Damages will cease. If the total purchase price of the Shares purchased and still held Shelf Registration Statement is declared effective but becomes unusable by the Purchaser pursuant to this Agreement. Such liquidated damages Holders of 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 monthly in cashrespect 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 as distributions pursuant to the Registrar and Transfer and Paying Agency and Calculation Agency Agreement. Liquidated Damages due shall be payable on each distribution payment date to the record Holder of Preferred Securities entitled to receive the distribution payment, if any, to be paid on such date as set forth in the 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 Guarantor. The joint and several obligations of the Company and the Guarantor to pay Liquidated Damages are not subordinated obligations; Liquidated Damages will be payable regardless of whether the Guarantor (a) has distributable profits or (b) fails to meet its required capital ratios.

Liquidated Damages. In the event that (ai) (A) If neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the SEC on or prior to the 150th day after the Issue Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed within on or prior to the period provided under date required by Section 1.1 2(b) hereof, then commencing on the day after the applicable required filing date, additional interest shall accrue on the principal amount of this Agreementthe Securities and, if the Exchange Offer has been consummated, the Exchange Securities, each at a rate of 0.25% per annum; or (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the SEC on or prior to the 180th day after the Issue Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company shall pay is required to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such file a Shelf Registration Statement is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (b) If the and such Shelf Registration Statement is not declared effective within by the period provided under Section 1.2 SEC on or prior to the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after the Issue Date, liquidated damages shall accrue on the principal amount of this Agreementthe Securities and, if the Exchange Offer has been consummated, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing orExchange Securities, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, each at a rate of 0.25% per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.annum; or

Liquidated Damages. In the event that: (ai) If the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay SEC on or prior to the Purchaser 60th day after the Issue Date, then, commencing on the 61st day after the Issue Date, liquidated damages (in addition to "Liquidated Damages") shall accrue on the remedy available to principal amount of the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Registration Statement is filed, Notes at a rate of 0.50% per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.annum; (bii) If the Exchange Offer Registration Statement is not declared effective within by the period provided under SEC on or prior to the 135th day after the Issue Date, then, commencing on the 136th day after the Issue Date, Liquidated Damages shall accrue on the principal amount of the Notes at a rate of 0.50% per annum; (iii) the Shelf Registration Statement, if required pursuant to Section 1.2 2(b), is not filed with the SEC on or prior to the date required pursuant to such section, then, commencing on the first day after the applicable required filing date, Liquidated Damages shall accrue on the principal amount of this Agreement, the Notes at the rate of 0.50% per annum; (iv) (A) the Company shall pay has not exchanged Exchange Notes and Exchange Warrants for all Notes and Warrants, respectively, validly tendered in accordance with the terms of the Exchange Offer on or prior to the Purchaser liquidated damages (in addition to 180th day after the remedy available to the Purchaser under Sections 1.3(a) Issue Date or (cB) of this Agreement) for if the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Shelf Registration Statement is required to be filed pursuant to Section 2(b) but is not declared effectiveeffective by the SEC on or prior to the 180th day after the Issue Date, then, commencing on the 181st day after the Issue Date, Liquidated Damages shall accrue on the principal amount of the Notes at the rate of 0.50% per annum; or (v) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or the Prospectus usable for resales (I) at any time prior to the expiration of the Effectiveness Period or (II) if related to corporate developments, public filings or similar events or to correct a material misstatement or omission in the Prospectus, for more than 60 days (whether or not consecutive) in any twelve-month period, then Liquidated Damages shall accrue on the principal amount of Notes at a rate of 0.50% per week equal annum commencing on the day (in the case of (I) above), or the 61st day after (in the case of (II) above), such Shelf Registration Statement ceases to twenty-five basis points be effective or the Prospectus usable for resales; provided, however, that the Liquidated Damages rate on the Notes may not exceed in the aggregate 0.50% per annum; provided, further, however, that (1) upon the filing of the total purchase price Exchange Offer Registration Statement (in the case of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. clause (ci) If above), (2) upon the effectiveness of the Exchange Offer Registration Statement lapses or sales (in the case of clause (ii) above), (3) upon the filing of the Shares can not be made pursuant to Shelf Registration Statement (in the Registration Statementcase of clause (iii) above), by reason (4) upon the exchange of a stop order from Exchange Notes and Exchange Warrants for all Notes and Warrants, respectively, validly tendered (in the Commission case of clause (iv)(A) above) or any other reason outside upon the effectiveness of the control of the Purchaser Shelf Registration Statement (in either case, a "Lapse"the case of clause (iv) at any point during the Effectiveness Period, without such Lapse being cured within ten (10B) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(aabove) or (b5) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1y) such time as the Shelf Registration Statement which had ceased to remain effective or the Prospectus usable for resales again becomes effective and usable for resales and (z) the date on which such failure is cured and (2) the date on which expiration of the Effectiveness Period expires(in the case of clause (v) above), at a rate per week equal to twenty-five basis points Liquidated Damages on the principal amount of the total purchase price Notes as a result of such clause (or the Shares purchased and still held relevant subclause thereof) shall cease to accrue; provided, further, however, that if the Exchange Offer Registration Statement is not declared effective by the Purchaser SEC on or prior to the 135th day after the Issue Date and the Company shall request Holders to provide the information required by the SEC for inclusion in the Shelf Registration Statement, the Notes owned by Holders who do not provide such information when required pursuant to this AgreementSection 2(b) will not be entitled to any Liquidated Damages following the 180th day after the Issue Date. Such liquidated damages shall Any amounts of Liquidated Damages due pursuant to Section 2(e)(i), (ii), (iii), (iv) or (v) above will be payable monthly in cashcash on the next succeeding June 15 or December 15, as the case may be, to Holders on the relevant record dates for the payment of interest pursuant to the Indenture.

Liquidated Damages. (a) If Pursuant to Section 2(a) hereof, the Company may, upon written notice to all the Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. Notwithstanding any such postponement, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission (each, a "Registration Default"), the Company shall be required to pay liquidated damages ("Liquidated Damages"), from and including the day following such Registration Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) (an "Effective Failure") for more than 45 days, whether or not consecutive, during any 90-day period, or 90 days, whether or not consecutive, during any 12-month period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) from the 46th day of the applicable 90-day period or the 91st day of the applicable 12-month period, as the case may be, that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement, as the case may be, or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the period provided under applicable 90-day or 12-month period, as the case may be, shall not be included. (c) In the event the Company fails to file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, within the periods required by Section 1.1 of this Agreement3, the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) from and including the Purchaser liquidated damages date of such Registration Default until such time as such Registration Default is cured. (in addition d) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(bparagraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid semi-annually in arrears, with the first business day semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after the Closing until the date on which of such Registration Statement is filed, at a rate per week equal to twenty-five basis points Default. Such Liquidated Damages will accrue (1) in respect of the total purchase price of Securities at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for Section 7, as applicable, on the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) principal amount of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal to twenty-five basis points in respect of the total purchase price of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Common Stock

Liquidated Damages. (a) If Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this Agreement, the Company shall pay Commission on or prior to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business 75th day following 30 days after the Closing until Issue Date, or, if that day is not a Business Day, then the date on which such Registration Statement next day that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective on or prior to the 150th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, (iii) the Exchange Offer is not completed on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, then the next day that is a Business Day, or (iv) the Shelf Registration Statement is required to be filed but is not filed or declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay time periods set forth herein or is declared effective but thereafter ceases to be effective or usable prior to the Purchaser expiration of the Effectiveness Period, except if the Shelf Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a "Registration Default"), liquidated damages in the form of additional cash interest (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period (or portion thereof) immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period (or portion thereof) up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shares purchased Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement and still held (3) no holder of Notes constituting an unsold allotment from the original sale of the Notes by the Purchaser Company to the Initial Purchasers shall be entitled to Liquidated Damages by reason of a Registration Default that pertains to an Exchange Offer. Notwithstanding anything to the contrary set forth herein, with respect to any Registration Default, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) or (iv) above, (3) upon completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, the applicable Registration Default shall be deemed to have been cured. (b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "Event Date"). Any amounts of Liquidated Damages due pursuant to this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashaddition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Liquidated Damages commence to accrue. The amount of Liquidated Damages will be determined in a manner consistent with the calculation of interest under the Indenture.

Liquidated Damages. (a) If The Issuers, the Guarantors and the Initial Purchaser agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 60th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to next day that is a Business Day, or the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business day following 30 days after the Closing until the date on which such Shelf Registration Statement is filednot filed with the Commission on or prior to the 45th day following the date that the filing obligation arose, at or, if that day is not a rate per week equal to twenty-five basis points of Business Day, the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.next day that is a Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement180th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to next day that is a Business Day, or the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this Agreement) for the period from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Shelf Registration Statement is not declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses effective on or sales of the Shares can not be made pursuant prior to the Registration Statement180th day following the date that the filing obligation arose, by reason of or, if that day is not a stop order from Business Day, the Commission or any other reason outside of the control of the Purchaser next day that is a Business Day (in either case, a "Lapse"the “Effectiveness Target Date”), (iii) at any point during the Exchange Offer is not consummated on or prior to the 30th Business Day following the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment Target Date with respect to the Exchange Offer Registration Statement, a supplement to ; or (iv) the prospectus included in the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or fails to be usable in connection with resales of Transfer Restricted Securities during the periods specified hereto, except if the Shelf Registration ceases to be effective or fails to be usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a report filed with the Commission pursuant to Section 13(a“Registration Default”), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages in the form of additional cash interest (in addition to “Liquidated Damages”) will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (b) affected Exchange Notes, as applicable. The rate of this Agreement), Liquidated Damages will be $.05 per week per $1,000 principal amount of Notes for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period up to a maximum amount of additional interest of $.20 per week per $1,000 principal amount of Notes, from and including the first business day following date on which any such Lapse untilRegistration Default shall occur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuers and the Guarantors without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending, (2) a Holder of Transfer Restricted Securities for which a Shelf Registration Statement has been made available in accordance with this Agreement shall not be entitled to Liquidated Damages with respect to any Registration Defaults other than subsequent Registration Defaults that pertain to the Shares purchased Shelf Registration Statement and still held by (3) a Holder of Transfer Restricted Securities who is not entitled to the Purchaser benefits of a Shelf Registration Statement shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cashcash semi-annually on each Interest Payment Date (each a “Damages Payment Date”), commencing with the first such date occurring after any such Liquidated Damages begins to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Transfer Restricted Securities with respect to a Registration Default that pertains to the Exchange Offer Registration Statement, or Private Exchange Notes, Notes or Exchange Notes that are Transfer Restricted Securities to which Section 2(c) is applicable with respect to a Registration Default that pertains to a Shelf Registration Statement (subject to the last paragraph of Section 4(a)).

Liquidated Damages. (a) If The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees that if: (i) the Exchange Offer Registration Statement is not filed within with the period provided under Section 1.1 of this AgreementCommission on or prior to the 90th day following the Issue Date or, if that day is not a Business Day, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(b) or (c) of this Agreement) for the period from and including the first business next day following 30 days after the Closing until the date on which such Registration Statement that is filed, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cash.Business Day, (bii) If the Exchange Offer Registration Statement is not declared effective within on or prior to the period provided under Section 1.2 of this Agreement150th day following the Issue Date or, if that day is not a Business Day, the Company shall pay next day that is a Business Day, (iii) the Exchange Offer is not consummated on or prior to the Purchaser 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but is not declared effective by the later of 210 calendar days after the Issue Date or 120 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iv) a "Registration Default"), liquidated damages in the form of additional cash interest (in addition to "Liquidated Damages") will accrue on the remedy available to affected Notes and the Purchaser under Sections 1.3(a) or (c) affected Exchange Notes, as applicable. The rate of this Agreement) Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the first business day following 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which any such Registration Statement is declared effective, at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages Default shall be payable monthly in cash. (c) If the effectiveness of the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (b) of this Agreement), for the period from and including the first business day following such Lapse untiloccur to, but excluding, the earlier of (1) the date on which such failure is all Registration Defaults have been cured and or (2) the date on which all the Effectiveness Period expires, at a rate per week equal to twenty-five basis points Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the total purchase price Issuer without further registration under the Securities Act. If, after the ------------- cure of all Registration Defaults then in effect, there is a subsequent ----------------------------------------------------------------------- Registration Default, the rate of Liquidated Damages for such subsequent ------------------------------------------------------------------------ Registration Default shall initially be 0.25% regardless of the Shares purchased rate in effect ------------------------------------------------------------------------------ with respect to any prior Registration Default at the time of cure of such -------------------------------------------------------------------------- Registration Default. -------------------- Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and still held by is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the Purchaser benefits of the Shelf Registration Statement (i.e., such Holder has not ---- elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Agreement. Such liquidated damages shall Section 4 will be payable monthly in cash.cash semi-annually on each March 15 and September 15 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are

Liquidated Damages. (a) If Pursuant to Section 2(a) hereof, the Company may, upon written notice to all the Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. Notwithstanding any such postponement, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission (each, a "Registration Default"), the Company shall be required to pay liquidated damages ("Liquidated Damages"), from and including the day following such Registration Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) (an "Effective Failure") for more than 30 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 365-day period, then the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) of the principal amount of Registrable Securities from the 31st day of the applicable 90-day period or the 91st day of the applicable 365-day period, as the case may be, that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with the foregoing in respect of a prior Effective Failure within the period provided under applicable 90-day or 365-day period, as the case may be, shall not be included. (c) In the event the Company fails to file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, within the periods required by Section 1.1 of this Agreement3, the Company shall pay Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.5%) of the Purchaser liquidated damages principal amount of Registrable Securities from and including the date of such Registration Default until such time as such Registration Default is cured. (in addition d) Any amounts to the remedy available be paid as Liquidated Damages pursuant to the Purchaser under Sections 1.3(bparagraphs (a), (b) or (c) of this Agreement) for the period from and including Section 7 shall be paid semi-annually in arrears, with the first business day semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following 30 days after the Closing until the date on which of such Registration Statement is filed, at a rate per week equal to twenty-five basis points Default. Such Liquidated Damages will accrue (1) in respect of the total purchase price of Securities at the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly rates set forth in cash. paragraphs (a), (b) If the Registration Statement is not declared effective within the period provided under Section 1.2 of this Agreement, the Company shall pay to the Purchaser liquidated damages (in addition to the remedy available to the Purchaser under Sections 1.3(a) or (c) of this AgreementSection 7, as applicable, on the principal amount of the Securities and (2) for in respect of the period from and including Common Stock issued upon conversion of the first business day following 60 days after Securities, at the Closing orrates set forth in paragraphs (a), (b) or (c) of this Section 7, as applicable, applied to the Conversion Price (as defined in the event of a review of the Registration Statement by the Commission, the first business day following 90 days after the Closing until, but excluding the date on which such Registration Statement is declared effective, Indenture) at a rate per week equal to twenty-five basis points of the total purchase price of the Shares purchased by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashthat time. (ce) If Except as provided in Section 8(b) hereof, the effectiveness of Liquidated Damages as set forth in this Section 7 shall be the Registration Statement lapses or sales of the Shares can not be made pursuant to the Registration Statement, by reason of a stop order from the Commission or any other reason outside of the control of the Purchaser (in either case, a "Lapse") at any point during the Effectiveness Period, without such Lapse being cured within ten (10) business days (the "Cure Period") by a post-effective amendment to the Registration Statement, a supplement to the prospectus included in the Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other action that cures such Lapse, then the Company shall pay to the Holder, as defined below, at the time such Cure Period has expired, liquidated damages (in addition to the exclusive monetary remedy available to the Purchaser under Sections 1.3(a) Holders of Registrable Securities for such Registration Default or (b) of this Agreement), for Effective Failure. In no event shall the period from and including the first business day following such Lapse until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Effectiveness Period expires, at a rate per week equal Company be required to twenty-five basis points pay Liquidated Damages in excess of the total purchase price applicable maximum amount of the Shares purchased and still held by the Purchaser pursuant to this Agreement. Such liquidated damages shall be payable monthly in cashone-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults exist.