ACTIONS SET FORTH IN CLAUSES (I) AND (II) ABOVE UPON EXPIRATION OF THE
DEFERRAL PERIOD.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, (I)
THE COMPANY SHALL BE UNDER NO OBLIGATION TO NAME ANY HOLDER THAT HAS NOT
DELIVERED A FULLY COMPLETE AND LEGIBLE NOTICE AND QUESTIONNAIRE TO THE COMPANY,
TOGETHER WITH SUCH OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUEST, IN
ACCORDANCE WITH THIS SECTION 2(D) AND (II) THE AMENDMENT EFFECTIVENESS DEADLINE
DATE SHALL BE EXTENDED BY UP TO TEN (10) BUSINESS DAYS FROM THE EXPIRATION OF A
DEFERRAL PERIOD (AND THE COMPANY SHALL INCUR NO OBLIGATION TO PAY LIQUIDATED
DAMAGES DURING SUCH EXTENSION) IF
6
SUCH DEFERRAL PERIOD SHALL BE IN EFFECT ON THE AMENDMENT EFFECTIVENESS DEADLINE
DATE.
3.
LIQUIDATED DAMAGES.
(A)
THE COMPANY AND THE INITIAL PURCHASERS AGREE THAT
THE HOLDERS OF REGISTRABLE NOTES WILL SUFFER DAMAGES IF THE COMPANY FAILS TO
FULFILL ITS OBLIGATIONS UNDER SECTION 2 HEREOF AND THAT IT WOULD NOT BE FEASIBLE
TO ASCERTAIN THE EXTENT OF SUCH DAMAGES WITH PRECISION.
ACCORDINGLY, THE
COMPANY AGREES TO PAY LIQUIDATED DAMAGES ON THE REGISTRABLE NOTES ("LIQUIDATED
DAMAGES") UNDER THE CIRCUMSTANCES AND TO THE EXTENT SET FORTH BELOW (EACH OF
WHICH SHALL BE GIVEN INDEPENDENT EFFECT; EACH A "REGISTRATION DEFAULT"):
(I)
IF THE INITIAL SHELF REGISTRATION IS NOT
FILED ON OR PRIOR TO THE FILING DATE, THEN COMMENCING ON THE DAY AFTER THE
FILING DATE;
(II)
IF A SHELF REGISTRATION IS NOT DECLARED
EFFECTIVE BY THE SEC ON OR PRIOR TO THE EFFECTIVENESS DATE, THEN COMMENCING ON
THE DAY AFTER THE EFFECTIVENESS DATE;
(III)
IF A SHELF REGISTRATION HAS BEEN DECLARED
EFFECTIVE AND SUCH SHELF REGISTRATION CEASES TO BE EFFECTIVE AT ANY TIME DURING
THE EFFECTIVENESS PERIOD (OTHER THAN AS PERMITTED UNDER SECTION 3(B)), THEN
COMMENCING ON THE DAY AFTER THE DATE SUCH SHELF REGISTRATION CEASES TO BE
EFFECTIVE;
(IV)
IF ANY POST-EFFECTIVE AMENDMENT FILED PURSUANT
TO SECTION 2(D)(I) HAS NOT BECOME EFFECTIVE UNDER THE SECURITIES ACT ON OR PRIOR
TO THE AMENDMENT EFFECTIVENESS DEADLINE DATE, THEN COMMENCING ON THE DAY AFTER
THE AMENDMENT EFFECTIVENESS DEADLINE DATE; AND
(V)
IF THE AGGREGATE DURATION OF DEFERRAL
PERIODS IN ANY PERIOD EXCEEDS THE NUMBER OF DAYS PERMITTED IN RESPECT OF SUCH
PERIOD PURSUANT TO SECTION 3(B), THEN COMMENCING ON THE DAY THAT CAUSED THE
LIMIT ON THE AGGREGATE DURATION OF DEFERRAL PERIODS TO BE EXCEEDED,
Liquidated Damages shall accrue on the Registrable Notes (in the case of clauses
(i), (ii), (iii) and (v)), or solely on the Registrable Notes that are
registered by such post-effective amendment in the case of clause (iv), at a
rate of 0.25% per annum on the Amount of Registrable Notes for the first 90 days
during which a Registration Default has occurred and is continuing, and at a
rate of 0.50% per annum on the Amount of Registrable Notes thereafter if a
Registration Default has occurred and continues for more than 90 days; provided
that Liquidated Damages on the Registrable Notes may not accrue under more than
one of the foregoing clauses (i),