Shareholder Approval of Exchange. [[Organization B:Organization]] shall hold a special meeting of the shareholders of [[Organization B:Organization]] within 60 days of the date hereof, or at such other date that Broadridge Financial Solutions, Inc. recommends for timely processing of materials for the special meeting, at which [[Organization B:Organization]] shall present to its shareholders a proposal for approval of the Exchange. In the event the Exchange is not approved at such shareholder meeting, [[Organization B:Organization]] shall hold an additional shareholder meeting, within 90 days of the first such shareholder meeting, at which [[Organization B:Organization]] shall present to shareholders a proposal for approval of the Exchange. Until such time as the Exchange is approved by shareholders of [[Organization B:Organization]], [[Organization B:Organization]] shall continue to hold shareholder meetings, each held within 90 days of the prior shareholder meeting. In the event that the Exchange has not been approved by shareholders of [[Organization B:Organization]] within 60 days of the date hereof as a result of gross negligence by [[Organization B:Organization]] (the “Shareholder Approval Deadline”), then, in addition to any other rights [[Organization A:Organization]] may have hereunder or under applicable law, [[Organization B:Organization]] shall pay to [[Organization A:Organization]] on each 45-day anniversary of the Shareholder Approval Deadline (if such shareholder approval has not been obtained) until such shareholder approval has been obtained as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Stated Value (as defined in the Certificate of Designations) of the Series L Preferred Shares for each month past the Shareholder Approval Deadline that the shareholder approval has not been obtained (pro-rated for any partial month in which such shareholder approval has not been obtained), provided, however, [[Organization B:Organization]] shall not pay to [[Organization A:Organization]] more than 12.0% of the aggregate Stated Value (as defined in the Certificates of Designations) of the Series L Preferred Shares pursuant to this Agreement.