Common use of Payment of Liquidated Damages Clause in Contracts

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that If: (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the an Initial Purchaser in accordance with pursuant to Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th 45th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, ; or (iii) the Shelf Registration Regis tration Statement has been declared effective and such Shelf Registration Statement ceases at any time to be continuously effective or usable and available to an Initial Purchaser for resales use in connection with the resale of Registrable Securities held by that Initial Purchaser (whether as or not that cessation is a result of an event contemplated by Section 3(e) of the Registration Rights Agreement Agreement), and such cessation continues for more than either (A), 30 consecutive days, or otherwise(B), an aggregate of 90 days (whether or not consecutive), in the case of (A) at any time or (B), during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights AgreementAgree ment) immediately following the date on which the Shelf Registration Statement State ment is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the each Initial Purchaser, at a rate of 25 basis points .25% per annum in respect of the aggregate aggre gate liquidation amount of Capital Securities held by the that Initial Purchaser or, in the event that if the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the that Initial Purchaser, as the case may be, in respect of the period period: (x) in the case of clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement Regis tration Statement; (y) in the case of clause (iii) above), (y) commencing on the later of the 41st 46th day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement Statement; or (z) in the case of clause (iiiii) above, commencing on, either (A), the 31st consecutive day, or (z) commencing on B), the 91st day, after the day the Shelf Registration Statement ceases to be effective or usable available for resales use and terminating at such time as on the day that the Shelf Registration Statement again becomes effective and usable available for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debenturesuse.

Payment of Liquidated Damages. (a) In the event that If: (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with obligation arises pursuant to Section 2(b)(iv2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th 45th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, ; or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases at any time to be continuously effective or usable and available to an Initial Purchaser for resales use in connection with the resale of Registrable Securities held by that Initial Purchaser (whether as or not that cessation is a result of an event contemplated by Section 3(e) of the Registration Rights Agreement Agreement), and such cessation continues for more than either (A) 30 consecutive days, or otherwise(B) at any time an aggregate of 90 days (whether or not consecutive), in the case of (A) or (B), during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company Issuers shall pay liquidated damages to the each Initial Purchaser, at a rate of 25 basis points 0.25% per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures the Senior Notes which constitute Registerable Securities (as defined herein) held by the that Initial Purchaser, as the case may be, in respect of the period period: (x) in the case of clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement Statement; (y) in the case of clause (iii) above), (y) commencing on the later of the 41st 46th day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement Statement; or (z) in the case of clause (iiiii) above), commencing on, either (A) the 31st consecutive day, or (zB) commencing on the 91st day, after the day the Shelf Registration Statement ceases to be effective or usable available for resales use and terminating at such time as on the day that the Shelf Registration Statement again becomes effective and usable available for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debenturesuse.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points 0.25% per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures Debt Securities are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures Debt Securities held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), providedPROVIDED, howeverHOWEVER, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures Debt Securities are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated DebenturesDebt Securities.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Datedate, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points 0.25% per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 45th 45/th/ day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, --------- however, that the maximum aggregate amount of liquidated damages payable by the ------- Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 90 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points .25% per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 91 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that If: (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 45th 30th day after a request for such filing is properly made by the Initial Purchaser in accordance with obligation arises pursuant to Section 2(b)(iv2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th 60th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date day after the Issue Date, ; or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases at any time to be continuously effective or usable and available to an Initial Purchaser for resales use in connection with the resale of Registrable Securities held by that Initial Purchaser (whether as or not that cessation is a result of an event contemplated by Section 3(e) of the Registration Rights Agreement Agreement), and such cessation continues for more than either (A) 30 consecutive days, or otherwise(B) at any time an aggregate of 90 days (whether or not consecutive), in the case of (A) or (B), during the 180210-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the each Initial Purchaser, at a rate of 25 basis points 0.25% per annum in respect of the aggregate liquidation amount Accreted Value of Capital the Senior Discount Notes which constitute Registerable Securities (as defined herein) held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period period: (x) in the case of clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement Statement; (y) in the case of clause (iii) above), (y) commencing on the later of the 41st 60th day after the date the Shelf Registration Statement was required to be filed and the 181st 80th day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement Statement; or (z) in the case of clause (iiiii) above), commencing on either (A) the 31st consecutive day, or (zB) commencing on the 91st day, after the day the Shelf Registration Statement ceases to be effective or usable available for resales use and terminating at such time as on the day that the Shelf Registration Statement again becomes effective and usable available for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debenturesuse.

Payment of Liquidated Damages. (a) In the event that If: (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with obligation arises pursuant to Section 2(b)(iv2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), Agreement; or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th 45th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, ; or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases at any time to be continuously effective or usable and available to an Initial Purchaser for resales use in connection with the resale of Registrable Securities held by that Initial Purchaser (whether as or not that cessation is a result of an event contemplated by Section 3(e) of the Registration Rights Agreement Agreement), and such cessation continues for more than either (A) 30 consecutive days, or otherwise(B) at any time an aggregate of 90 days (whether or not consecutive), in the case of (A) or (B), during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company Issuers shall pay liquidated damages to the each Initial Purchaser, at a rate of 25 basis points 0.25% per annum in respect of the aggregate liquidation amount Accreted Value of Capital the Senior Discount Notes which constitute Registerable Securities (as defined herein) held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period period: (x) in the case of clause (i) above, commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement Statement; (y) in the case of clause (iii) above), (y) commencing on the later of the 41st 46th day after the date the Shelf Registration Registra tion Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement Statement; or (z) in the case of clause (iiiii) above), commencing on, either (A) the 31st consecutive day, or (zB) commencing on the 91st day, after the day the Shelf Registration Statement ceases to be effective or usable available for resales use and terminating at such time as on the day that the Shelf Registration Statement again becomes effective and usable available for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debenturesuse.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 45th 45/th/ day after a request for such filing is properly made by the Initial Purchaser Purchasers in accordance with Section 2(b)(iv2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial PurchaserPurchasers, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser Purchasers or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial PurchaserPurchasers, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser Purchasers (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, --------- however, that the maximum aggregate amount of liquidated damages payable by the ------- Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser Purchasers in accordance with Section 2(b)(iv2(b) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial PurchaserPurchasers, at a rate of 25 basis points 0.25% per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser Purchasers or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial PurchaserPurchasers, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser Purchasers (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points 0.25% per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser Purchasers in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial PurchaserPurchasers, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser Purchasers or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial PurchaserPurchasers, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser Purchasers (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures Debt Securities are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures Debt Securities held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures Debt Securities are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated DebenturesDebt Securities.

Payment of Liquidated Damages. (a) In the event that (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 45th 45/th/ day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th 40/th/ day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th 180/th/ date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th 46/th/ day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st 41/st/ day after the date the Shelf Registration Statement was required to be filed and the 181st 181/st/ day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on the day the Shelf Registration Statement ceases to be effective or usable for resales and terminating at such time as the Shelf Registration Statement again becomes effective and usable for resales (in the case of clause (iii) above), provided, --------- however, that the maximum aggregate amount of liquidated damages payable by the ------- Company pursuant to this Agreement and the Registration Rights Agreement shall not exceed 25 basis points per annum in respect of the aggregate liquidation amount of the Capital Securities or, in the event the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures.