Common use of Registration Defaults Clause in Contracts

Registration Defaults. (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.

Registration Defaults. (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such the Exchange Offer Registration Statement does not become effective on or prior to the 365th day after the date hereof, (y) such Exchange Offer Registration Trigger Date Statement becomes effective but ceases to be effective or usable or (yz) the Exchange Offer is not completed within 45 30 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective (A) on or prior to the 90th 365th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), ) or (B) such dateon or prior to the 485th day following the date hereof, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (Ciii) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(viv), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until to but excluding the earlier of (i) the date such on which all Registration Default Defaults have been cured and (ii) the date which is cured or two years from the Securities become Freely Tradable Securitiesdate hereof. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.

Registration Defaults. (a) In The Company further agrees that, in the event that the Registration Statement (i) an Exchange Offer Registration Statement has not been filed with the SEC by the date such filing is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective9(a), or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does has not become been declared effective on or prior to by the 90th day following (A) SEC by the date of such determination, in the case of a Shelf Registration Statement filing is required pursuant to Section 3(a)(i), 9(a) (B) such dateor, in the case of a Shelf event the Company receives comments on such Registration Statement required pursuant to Section 3(a)(ii)Statement, (C) the date of such Shelf Request, in that is ninety (90) days after the case of a Shelf Registration Statement required pursuant to Section 3(a)(iiiFiling Date), or (Diii) after the Registration Trigger DateStatement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Warrant Shares for which it is required to be effective, other than, in each case, within the case of a Shelf Registration Statement required pursuant to time period(s) permitted by Section 3(a)(iv9(f)(ii) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and each such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), (a “Registration Default”)), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90any thirty-day period immediately following (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default and if such Registration Default has not been cured by such date), the Exercise Price then in effect shall be reduced by an amount equal to one percent (ii1%) an additional 0.25% per annum of such Exercise Price for each Penalty Period during which the Registration Default remains uncured; provided, however, that if the Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to each subsequent 90-day periodthe Holder as set forth herein, up then the commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information; provided further, that the amount payable to the Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured. The Company shall deliver said cash payment to the Holder by the fifth Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to the Holder in full by the fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a rate of ten percent (10%) per annum (or such lesser maximum of 1.00% per annumamount that is permitted to be paid by applicable law) to the Holder, in each case until the earlier of accruing daily from the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreementliquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Registration Defaults. (a) In the event that If (i) an the Exchange Offer Registration Statement is required pursuant to Section 2(a) has not been filed and (x) such Exchange Offer Registration Statement does not become effective or been declared effective by the Commission on or prior to the date that such Registration Trigger Date Statement is required to become or be declared effective pursuant to Section 2.1 of this Agreement (yif the Company files the Exchange Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (i)) (other than as a result of the filing by the Company and the Guarantors of the Debt Securities Resale Registration Statement in accordance with Section 2.2 of this Agreement), (ii) the Exchange Offer is has not been completed within 45 forty-five (45) days after the initial effective date on which of the Exchange Offer Registration Statement becomes effective, or (ii) other than as a Shelf result of the filing by the Company and the Guarantors of the Debt Securities Resale Registration Statement is required in accordance with Section 3(a2.2 of this Agreement), (iii) and such Shelf a Debt Securities Resale Registration Statement (x) does has not been filed and become effective or been declared effective by the Commission on or prior to the 90th day following date that such registration statement is required to be filed or become or be declared effective pursuant to Section 2.2 of this Agreement (Aif the Company files a Debt Securities Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement, the date of such determinationCompany shall be deemed to have not satisfied this clause (iii)), in the case of (iv) a Shelf Debt Securities Resale Registration Statement required pursuant to by Section 3(a)(i), (B) such date, in the case 2.2 of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes this Agreement is filed and declared effective but thereafter ceases to be effective or the corresponding Prospectus ceases to be usable at any time in connection with resales of Registrable Debt Securities during the Shelf time periods specified in this Agreement, (v) a Debt Securities Resale Registration PeriodStatement when declared effective fails to register all of the Registrable Debt Securities, or (vi) the Company and such failure the Guarantors require Holders to remain effective refrain from disposing of their Registrable Debt Securities under the circumstances described in Section 2.6 of this Agreement and that suspension period exceeds sixty (60) days in one instance or usable exists for more than 60 sixty (60) days (whether or not consecutive) in the aggregate during any consecutive 12-month period (any each such event referred to in the foregoing clauses (i) or through (ii) ix), a “Debt Securities Registration Default”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, the Company and each case, of the Guarantors hereby agree that the interest rate on borne by the Registrable Debt Securities will shall be increased by 0.25% per annum for during the first 90-day period immediately following such the occurrence of any Debt Securities Registration Default and (ii) an additional shall increase by 0.25% per annum with respect to at the end of each subsequent 90-day periodperiod (such increase, up to a maximum of 1.00“Additional Interest”), but in no event shall Additional Interest exceed 2.00% per annum. Following the cure of all Debt Securities Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in each case until the earlier manner and on the dates specified in the Indenture. The Additional Interest pursuant to this Section 2.4(a) shall constitute the Holders’ exclusive monetary remedy for a Debt Securities Registration Default, but shall not affect the right of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this AgreementHolders to seek injunctive relief.

Registration Defaults. (a) In If the event that Registration Statement (i) an Exchange Offer has not been filed within 30 calendar days after receipt of the Registration Request, (ii) has not been declared effective by the SEC within 90 calendar days after the Filing Date, if the SEC determines not to review such Registration Statement, (iii) has not been declared effective by the SEC within 120 calendar days after the Filing Date, if the SEC determines to review such Registration Statement, or (iv) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required pursuant to be effective, other than for the time periods permitted by the last sentence of Section 2(a5.4(c) (each such event referred to in clauses (i), (ii), (iii) and (xiv), a “Registration Default “), for any 30-day period or portion thereof (a “Penalty Period “) such Exchange Offer Registration Statement does not become effective on or prior to during which the Registration Trigger Date or Default remains uncured (y) the Exchange Offer is not completed within 45 days after the date which initial 30-day period shall commence on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determinationRegistration Default), the Company shall promptly pay, in cash, to Pfizer 1% of Pfizer’s aggregate purchase price for Pfizer’s Registrable Securities purchased pursuant to this Agreement for each Penalty Period during which the case of Registration Default remains uncured (a Shelf “Registration Penalty”); provided, however, that if Pfizer fails to provide the Company with any information that is required to be provided in the Registration Statement required pursuant with respect to Section 3(a)(i)Pfizer, (B) such date, in then the case commencement of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the Penalty Period described above shall be extended until two business days following the date of receipt by the Company of such Shelf Requestrequired information from Pfizer; provided further, that the amount payable to Pfizer hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to Pfizer pursuant to this Section 5.3(a) an aggregate amount that exceeds 10% of the aggregate purchase price paid by Pfizer for the Shares. Notwithstanding anything to the contrary contained in this Section 5.3(a), in no event shall the case of a Shelf Registration Statement required pursuant Company be liable to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists Pfizer for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “one Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum Penalty with respect to each subsequent 90the same Registrable Securities during any 30-day period, up even if more than one event giving rise to a maximum Registration Penalty occurs during such 30-day period. The payments provided for in this Section 5.3(a) shall constitute Pfizer’s exclusive monetary remedy for any Registration Default, but shall not affect the right of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this AgreementPfizer to seek injunctive relief.

Registration Defaults. (a) In The Company further agrees that, in the event that a Registration Statement (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does has not become effective on or prior to been filed with the Registration Trigger Date or (y) the Exchange Offer is not completed SEC within 45 90 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger First Tranche Closing Date, in the case of a Shelf Registrable Securities that would included on the First Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v)if such filing had been made during such period, or within 90 days after the Final Registration Date, in the case of all other Registrable Securities, (yii) becomes has not been declared effective but by the SEC within 180 days after the First Tranche Closing Date, in the case of Registrable Securities included on the First Registration Statement, or within 90 days after the Final Registration Date, in the case of all other Registrable Securities, (iii) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to be remain continuously effective or the corresponding Prospectus ceases as to all Registrable Securities for which it is required to be usable at any effective, other than, in each case, within the time during the Shelf Registration Period, and period(s) permitted by Section 6.6(b) (each such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), (a “Registration Default”)), then, in each casefor any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Company shall pay to each Purchaser an amount equal to one percent (1%) of the aggregate Purchase Price for such Purchaser’s Registrable Securities to be included in such Registration Statement for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in a Registration Statement with respect to such Purchaser as set forth herein, then the commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information; provided further, that the amount payable to any Purchaser hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further, that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.3 an aggregate amount that exceeds 10% of the aggregate Purchase Price paid for such Purchaser’s Shares. The Company shall deliver said cash payment to each Purchaser by the fifth Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to any Purchaser in full by the fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a rate on the Securities will be increased by 0.25of 10% per annum for the first 90-day period immediately following (or such Registration Default and (iilesser maximum amount that is permitted to be paid by applicable law) an additional 0.25% per annum with respect to each subsequent 90-day periodsuch Purchaser, up to a maximum of 1.00% per annum, in each case until the earlier of accruing daily from the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreementliquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Registration Defaults. (a) In the event that If (i) an Exchange Offer the Common Share Resale Registration Statement is required pursuant to Section 2(a) has not been filed and (x) such Exchange Offer Registration Statement does not become effective or been declared effective by the Commission on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf that such Registration Statement is required in accordance with to become or be declared effective pursuant to Section 3(a) and such Shelf 2.01 of this Agreement (if the Company files the Common Share Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.07(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (x) does not become effective on or prior to the 90th day following i)), (Aii) the date of such determination, in the case of a Shelf Common Share Resale Registration Statement required pursuant to by Section 3(a)(i), (B) such date, in the case 2.01 of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes this Agreement is filed and declared effective but thereafter ceases to be effective or the corresponding Prospectus ceases to be usable at any time in connection with resales of Registrable Shares during the Shelf time periods specified in this Agreement, (iii) the Common Share Resale Registration PeriodStatement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.04 of this Agreement and such failure to remain effective that suspension period exceeds sixty (60) days in one instance or usable exists for more than 60 sixty (60) days (whether or not consecutive) in the aggregate during any consecutive 12-month period (any each such event referred to in the foregoing clauses (i) or through (iv), a “Common Share Registration Default” and for purposes of clauses (i), (ii) a and (iii), the date on which such Event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration DefaultDefault Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default Date and on each monthly anniversary of each such Registration Default Date (iiif the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default is cured, the Company shall pay to each Holder an additional 0.25% amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.00%) multiplied by such Holder’s Warrant Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum with respect (or such lesser maximum amount that is permitted to each subsequent 90-day periodbe paid by applicable law) to the Holder, up to a maximum of 1.00% per annum, in each case until the earlier of accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.02 shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Default is cured or Default. The partial liquidated damages pursuant to this Section 2.02 shall constitute the Securities become Freely Tradable Securities. Any amounts payable under this paragraph Holders’ exclusive monetary remedy for such events, but shall also be deemed “Additional Interest” for purposes not affect the right of this Agreementthe Holders to seek injunctive relief.

Registration Defaults. (a) In The Company further agrees that, in the event that the Registration Statement (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does has not become effective on or prior to been filed by the Registration Trigger Date or (y) the Exchange Offer is not completed SEC within 45 days after the date on which Closing Date, (ii) has not been declared effective by the Exchange Offer SEC within 90 days after the Closing Date, if the SEC determines not to review the Registration Statement becomes effectiveStatement, (iii) has not been declared effective by the SEC within 135 days after the Closing Date, if the SEC determines to review the Registration Statement, or (iiiv) a Shelf after the Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determinationbe effective, other than, in each case, within the case of a Shelf Registration Statement required pursuant to time period(s) permitted by Section 3(a)(i), 6.8(b) (B) each such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), (a “Registration Default”)), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90any thirty-day period immediately following (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default and (ii) an additional 0.25if such Registration Default has not been cured by such date), the Company shall pay in cash to each Purchaser 1% per annum month of such Purchaser’s aggregate Purchase Price for such Purchaser’s Shares for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to each subsequent 90-day periodsuch Purchaser as set forth herein, up to a maximum of 1.00% per annum, in each case until then the earlier commencement of the Penalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; provided further, that the amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default is cured or remains uncured; and provided further, that in no event shall the Securities become Freely Tradable Securities. Any amounts payable under Company be required to pay to any Purchaser pursuant to this paragraph shall also be deemed “Additional Interest” Section 6.3 an aggregate amount that exceeds 10% of the aggregate Purchase Price paid by such Purchaser for purposes of this Agreementsuch Purchaser’s Shares.

Registration Defaults. (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v)) , or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.

Registration Defaults. (a) In The Company further agrees that, in the event that (i) an Exchange Offer the S-1 Registration Statement has not been filed with the SEC within 30 days after the Closing Date, (ii) the S-1 Registration Statement has not been declared effective by the Required S-1 Effectiveness Date or (iii) after the Registration Statement is declared effective by the SEC, it is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes be effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determinationother than, in each case, within the case of a Shelf Registration Statement required pursuant to time period(s) permitted by Section 3(a)(i), 6.8(b) (B) each such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), a “Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90any thirty-day period immediately following (a “Registration Default Period”) during which the Registration Default remains uncured, the Company shall pay in cash to each Purchaser 1% of such Purchaser’s aggregate Purchase Price for such Purchaser’s Registrable Securities then held by such Purchaser that are not then permitted to be sold pursuant to the Registration Statement for each Registration Default Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Purchaser as set forth herein, then the commencement of the Registration Default Period with respect to such Purchaser described above shall be extended until such time as the Company fails to comply with Section 6.5(k); provided further, that the amount payable to any Holder hereunder for any partial Registration Default Period shall be prorated for the number of actual days during such Registration Default Period during which a Registration Default remains uncured; and (ii) provided further, that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.4 an additional 0.25aggregate amount that exceeds 10% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until the earlier of the date aggregate Purchase Price paid by such Registration Default is cured or the Securities become Freely Tradable Purchaser for such Purchaser’s Registrable Securities. Any amounts payable under this paragraph The amount set forth above shall also be deemed “Additional Interest” the exclusive monetary remedy available to the Holders of Registrable Securities for purposes of this Agreementany Registration Default.

Registration Defaults. (a) In The Company further agrees that, in the event that the Registration Statement (i) an Exchange Offer Registration Statement has not been filed with the SEC by the date such filing is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective9(a), or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does has not become been declared effective on or prior to by the 90th day following (A) SEC by the date of such determination, in the case of a Shelf Registration Statement filing is required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii9(a), or (Diii) after the Registration Trigger DateStatement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Warrant Shares for which it is required to be effective, other than, in each case, within the case of a Shelf Registration Statement required pursuant to time period(s) permitted by Section 3(a)(iv9(f)(ii) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and each such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), (a “Registration Default”)), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90any thirty-day period immediately following (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default and if such Registration Default has not been cured by such date), the Exercise Price then in effect shall be reduced by an amount equal to one percent (ii1%) an additional 0.25% per annum of such Exercise Price for each Penalty Period during which the Registration Default remains uncured; provided, however, that if the Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to each subsequent 90-day periodthe Holder as set forth herein, up to a maximum of 1.00% per annum, in each case until then the earlier commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information; provided further, that the amount of reduction in Exercise Price for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured. Notwithstanding the foregoing, the Company will not be required to cause any such reductions in Exercise Price if, during such Penalty Period, the Holder is cured able to sell all of its Warrant Shares pursuant to Rule 144 without complying with the volume, holding period or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes manner of this Agreementsale requirements thereof.

Registration Defaults. (a) In The Company further agrees that, in the event that the Registration Statement (i) an Exchange Offer has not been filed within 30 calendar days after the Closing Date, (ii) has not been declared effective by the SEC within 90 calendar days after the Closing Date, if the SEC determines not to review such Registration Statement, (iii) has not been declared effective by the SEC within 120 calendar days after the Closing Date, if the SEC determines to review such Registration Statement, or (iv) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes be effective, or other than for the time periods permitted by the last sentence of Section 6.3(c) (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and each such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii), (iii) and (iv), a “Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90any 30-day period immediately following or portion thereof (a “Penalty Period”) during which the Registration Default remains uncured (which initial 30-day period shall commence on the date of such Registration Default), the Company shall promptly pay, in cash, to each Purchaser 1% of such Purchaser’s aggregate Purchase Price for such Purchaser’s Registrable Securities purchased pursuant to this Agreement for each Penalty Period during which the Registration Default and remains uncured (ii) an additional 0.25% per annum a “Registration Penalty”); provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to each subsequent 90such Purchaser, then the commencement of the Penalty Period described above shall be extended for such Purchaser until two business days following the date of receipt by the Company of such required information from such Purchaser; provided further, that the amount payable to any Purchaser hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.2 an aggregate amount that exceeds 10% of the aggregate Purchase Price paid by such Purchaser for such Purchaser’s Securities. Notwithstanding anything to the contrary contained in this Section 6.2, in no event shall the Company be liable to any Purchaser for more than one Registration Penalty with respect to the same Registrable Securities during any 30-day period, up even if more than one event giving rise to a maximum of 1.00% per annumRegistration Penalty occurs during such 30-day period. The payments provided for in this Section 6.2(a) shall constitute the Purchasers’ exclusive monetary remedy for any Registration Default, in each case until but shall not affect the earlier right of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this AgreementPurchasers to seek injunctive relief.

Registration Defaults. (a) In the event that If (i) an Exchange Offer any Securities Resale Registration Statement is required pursuant to Section 2(a) has not been filed and (x) such Exchange Offer Registration Statement does not become effective or been declared effective by the Commission on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf that such Registration Statement is required in accordance with to become or be declared effective pursuant to Section 3(a) and such Shelf 2.01 of this Agreement (if the Company files the Securities Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.07(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (xi)), (ii) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf any Securities Resale Registration Statement required pursuant to by Section 3(a)(i), (B) such date, in the case 2.01 of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes this Agreement is filed and declared effective but thereafter ceases to be effective or the corresponding Prospectus ceases to be usable at any time in connection with resales of Registrable Shares during the Shelf time periods specified in this Agreement, (iii) any Securities Resale Registration PeriodStatement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.04 of this Agreement and such failure to remain effective that suspension period exceeds sixty (60) days in one instance or usable exists for more than 60 sixty (60) days (whether or not consecutive) in the aggregate during any consecutive 12-month period (any each such event referred to in the foregoing clauses (i) or through (ii) iv), a “Registration Default” and for purposes of clauses (i), (ii) and (iii), the date on which such event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default 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 one percent (1.00%) multiplied by such Holder’s (i) Preferred Share Amount and/or (ii) an additional 0.25% per annum Warrant Amount, as applicable, solely with respect to each subsequent 90-day periodthe Registrable Shares subject to such Registration Default. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, up the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to a maximum of 1.00% per annumbe paid by applicable law) to the Holder, in each case until the earlier of accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.02 shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Default is cured or Default. The partial liquidated damages pursuant to this Section 2.02 shall constitute the Securities become Freely Tradable Securities. Any amounts payable under this paragraph Holders’ exclusive monetary remedy for such events, but shall also be deemed “Additional Interest” for purposes not affect the right of this Agreementthe Holders to seek injunctive relief.

Registration Defaults. (a) In The Company further agrees that, in the event that the Registration Statement (i) an Exchange Offer has not been filed with the SEC within 30 days after the Closing Date, (ii) has not been declared effective by the SEC within 90 days after the Closing Date, or (iii) after the Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes be effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determinationother than, in each case, within the case of a Shelf Registration Statement required pursuant to time period(s) permitted by Section 3(a)(i), 6.7(b) (B) each such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), (a “Registration Default”)), then, in each casefor any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Company shall pay to each Purchaser 1% of such Purchaser’s aggregate purchase price of his or her Shares and Warrants for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Purchaser as set forth herein, then the commencement of the Penalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; provided further that the amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured. The Company shall deliver said cash payment to the Purchaser by the fifth Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to the Purchasers in full by the fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a rate on the Securities will be increased by 0.25of 10% per annum for (or such lesser maximum amount that is permitted to be paid by applicable law) to the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day periodPurchasers, up to a maximum of 1.00% per annum, in each case until the earlier of accruing daily from the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreementliquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Registration Defaults. (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to 365 days after the Registration Trigger Date date hereof or (y) the Exchange Offer is not completed within 45 days 30 Business Days after the date on which the Exchange Offer Registration Statement of the applicable date specified in clause (x) above becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to 365 days after the 90th day following date such obligation arises, or (Aiii) the date of such determination, in the case of a Exchange Offer Registration Statement or Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i), (ii) or (iiiii) a “Registration Default”), then, in each case, the interest rate on the such Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securitiescured. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. In no event will the Issuers be obligated to pay Additional Interest for Registration Defaults under more than one of the clauses of this Section 8(a) at any one time. In no event will the Issuers be obligated to pay additional interest for all Registration Defaults under more than one of the clauses in this Section 8(a) at any one time with respect to a series of Securities and, in the case of a Shelf Registration, it is expressly understood that additional interest would be payable only with respect to Securities so requested to be registered pursuant to Section 3(a).

Registration Defaults. (a) In The Company further agrees that, in the event that a Registration Statement (i) an Exchange Offer has not been declared effective by the SEC within 90 days after the applicable Closing Date, if the SEC determines not to review such Registration Statement, (ii) has not been declared effective by the SEC within 120 days after the applicable Closing Date, if the SEC determines to review such Registration Statement, or (iii) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes be effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determinationother than, in each case, within the case of a Shelf Registration Statement required pursuant to time period(s) permitted by Section 3(a)(i), 6.8(b) (B) each such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or ), (ii) and (iii), a “Registration Default”), then, in each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90any thirty-day period immediately following or portion thereof (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the date of such Registration Default), the Company shall promptly pay, in cash, to each Purchaser 1% of such Purchaser’s aggregate Purchase Price for such Purchaser’s Registrable Securities to be included in such Registration Statement for each Penalty Period during which the Registration Default and remains uncured (ii) an additional 0.25% per annum a “Registration Penalty”); provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in a Registration Statement with respect to each subsequent 90-such Purchaser as set forth herein, then the commencement of the Penalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; provided further, that the amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.3 an aggregate amount that exceeds 10% of the aggregate Stock Purchase Price paid by such Purchaser for such Purchaser’s Shares and 10% of the aggregate Warrant Purchase Price paid by such Purchaser for such Purchaser’s Warrants. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall the Company be liable for more than one Registration Penalty during any 30 day period or for multiple events giving rise to a Registration Penalty during any 30 day period, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.

Registration Defaults. (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date later of (I) 365 days of the date hereof and (II) 180 days after the Post-Closing Restructuring Transaction or (y) the Exchange Offer is not completed within 45 days 30 Business Days after the date on which the Exchange Offer Registration Statement of the applicable date specified in clause (x) above becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to 365 days after the 90th day following date such obligation arises, or (Aiii) the date of such determination, in the case of a Exchange Offer Registration Statement or Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i), (ii) or (iiiii) a “Registration Default”), then, in each case, the interest rate on the such Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until the earlier of the date such Registration Default is cured or the Securities become Freely Tradable Securitiescured. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. In no event will the Issuers be obligated to pay Additional Interest for Registration Defaults under more than one of the clauses of this Section 8(a) at any one time. In no event will the Issuers be obligated to pay additional interest for all Registration Defaults under more than one of the clauses in this Section 8(a) at any one time with respect to a series of Securities and, in the case of a Shelf Registration, it is expressly understood that additional interest would be payable only with respect to Securities so requested to be registered pursuant to Section 3(a).

Registration Defaults. (a) In the event that If (i) an Exchange Offer the APR Resale Registration Statement is required pursuant to Section 2(a) has not been filed and (x) such Exchange Offer Registration Statement does not become effective or been declared effective by the Commission on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf that such Registration Statement is required in accordance with to become or be declared effective pursuant to Section 3(a) and such Shelf 2.01 of this Agreement (if the Company files the APR Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.07(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (x) does not become effective on or prior to the 90th day following i)), (Aii) the date of such determination, in the case of a Shelf APR Resale Registration Statement required pursuant to by Section 3(a)(i), (B) such date, in the case 2.01 of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes this Agreement is filed and declared effective but thereafter ceases to be effective or the corresponding Prospectus ceases to be usable at any time in connection with resales of Registrable Shares during the Shelf time periods specified in this Agreement, (iii) the APR Resale Registration PeriodStatement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.04 of this Agreement and such failure to remain effective that suspension period exceeds sixty (60) days in one instance or usable exists for more than 60 sixty (60) days (whether or not consecutive) in the aggregate during any consecutive 12-month period (any each such event referred to in the foregoing clauses (i) or through (iv), a “APR Resale Registration Default” and for purposes of clauses (i), (ii) a and (iii), the date on which such event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration DefaultDefault Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each case, the interest rate on the Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default Date and on each monthly anniversary of each such Registration Default Date (iiif the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default is cured, the Company shall pay to each Holder an additional 0.25% amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.00%) multiplied by such Holder’s APR Share Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum with respect (or such lesser maximum amount that is permitted to each subsequent 90-day periodbe paid by applicable law) to the Holder, up to a maximum of 1.00% per annum, in each case until the earlier of accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.02 shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Default is cured or Default. The partial liquidated damages pursuant to this Section 2.02 shall constitute the Securities become Freely Tradable Securities. Any amounts payable under this paragraph Holders’ exclusive monetary remedy for such events, but shall also be deemed “Additional Interest” for purposes not affect the right of this Agreementthe Holders to seek injunctive relief.