Common use of Accrual and Payment of Additional Interest Clause in Contracts

Accrual and Payment of Additional Interest. For purposes of this ------------------------------------------ Section 2(e), the "Specified Notes" means the Notes (not including the Exchange Notes); provided, however, that the Specified Notes mean the Exchange Notes with -------- ------- respect to (a) any Registration Default that arises pursuant to clause (i) or (ii) of the definition of such term and relates solely to the Broker Shelf Registration Statement and (b) any Registration Default that arises solely pursuant to clauses (v) or (vi) of the definition of such term. In the event that a Registration Default exists, then the Company shall pay additional interest on the Specified Notes (in addition to the interest otherwise due on the Notes) in cash on each Interest Payment Date (as defined in the Indenture) in an amount equal to one-quarter of one percent (0.25%) per annum of the principal amount of the Specified Notes, with respect to the first 90-day period (or portion thereof) following such Registration Default. The amount of such additional interest will increase by an additional one-quarter of one percent (0.25%) to a maximum of one percent (1.0%) per annum for each subsequent 90-day period (or portion thereof) until each such Registration Default has been cured. A "Registration Default" will exist (subject to the following sentence) if (i) the Company fails to file any of the registration statements required by this Agreement on or prior to the date specified for such filing, (ii) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness, (iii) the Exchange Offer is required to be consummated under this Agreement and is not consummated within 180 days after the Original Issue Date, (iv) the Shelf Registration Statement is declared effective but thereafter, during the period for which the Company is required to maintain the effectiveness of such registration statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such registration statement for a period of 60 days, whether or not consecutive, (v) the Exchange Offer Registration Statement is declared effective but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company restricts the use of the prospectus included therein) for a period of 60 days, whether or not consecutive, or (vi) the Broker Shelf Registration Statement is declared effective but thereafter, during the period for which the Company is required to maintain the effectiveness of such registration statement, it ceases to be effective or usable in connection with the resale of the Exchange Notes covered by such registration statement for a period of 60 days, whether or not consecutive. Notwithstanding the foregoing, (a) any Registration Default specified in clause (i), (ii) or (iii) of the preceding sentence that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC and (b) any Registration Default specified in clause (v) of the preceding sentence shall be deemed cured at such time as the Broker Shelf Registration Statement is declared effective by the SEC. Following the cure of all Registration Defaults the accrual of additional interest on the Specified Notes will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii), (iv), (v) or (vi) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each event specified in clause (i), (ii), (iii), (iv), (v) or (vi) of the definition of Registration Default above. The Company shall pay the additional interest due on the Specified Notes by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual Interest Payment Date for the Specified Notes, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each Interest Payment Date to the record Holder of Specified Notes entitled to receive the interest payment to be made on such date as set forth in the Indenture. Additional interest pursuant to this Section 2(e) constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders and/or the Initial Purchaser with respect to any Registration Default.

Accrual and Payment of Additional Interest. For purposes of ------------------------------------------ this ------------------------------------------ Section 2(e), the "Specified Notes" means the Notes (not including the Exchange Notes); provided, however, that the Specified Notes mean the Exchange -------- ------- Notes with -------- ------- respect to (a) any Registration Default that arises pursuant to clause (i) or (ii) of the definition of such term and relates solely to the Broker Shelf Registration Statement and (b) any Registration Default that arises solely pursuant to clauses (v) or (vi) of the definition of such term. In the event that a Registration Default exists, then the Company shall pay additional interest on the Specified Notes (in addition to the interest otherwise due on the Notes) in cash on each Interest Payment Date (as defined in the Indenture) in an amount equal to one-quarter of one percent (0.25%) per annum of the principal amount of the Specified Notes, with respect to the first 90-day period (or portion thereof) following such Registration Default. The amount of such additional interest will increase by an additional one-quarter of one percent (0.25%) to a maximum of one percent (1.0%) per annum for each subsequent 90-day period (or portion thereof) until each such Registration Default has been cured. A "Registration Default" will exist (subject to the following sentence) if (i) the Company fails to file any of the registration statements required by this Agreement on or prior to the date specified for such filing, (ii) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness, (iii) the Exchange Offer is required to be consummated under this Agreement and is not consummated within 180 days after the Original Issue Date, (iv) the Shelf Registration Statement is declared effective but thereafter, during the period for which the Company is required to maintain the effectiveness of such registration statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such registration statement for a period of 60 days, whether or not consecutive, (v) the Exchange Offer Registration Statement is declared effective but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company restricts the use of the prospectus included therein) for a period of 60 days, whether or not consecutive, or (vi) the Broker Shelf Registration Statement is declared effective but thereafter, during the period for which the Company is required to maintain the effectiveness of such registration statement, it ceases to be effective or usable in connection with the resale of the Exchange Notes covered by such registration statement for a period of 60 days, whether or not consecutive. Notwithstanding the foregoing, (a) any Registration Default specified in clause (i), (ii) or (iii) of the preceding sentence that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC and (b) any Registration Default specified in clause (v) of the preceding sentence shall be deemed cured at such time as the Broker Shelf Registration Statement is declared effective by the SEC. Following the cure of all Registration Defaults the accrual of additional interest on the Specified Notes will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii), (iv), (v) or (vi) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each event specified in clause (i), (ii), (iii), (iv), (v) or (vi) of the definition of Registration Default above. The Company shall pay the additional interest due on the Specified Notes by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual Interest Payment Date for the Specified Notes, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each Interest Payment Date to the record Holder of Specified Notes entitled to receive the interest payment to be made on such date as set forth in the Indenture. Additional interest pursuant to this Section 2(e) constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders and/or the Initial Purchaser with respect to any Registration Default.of

Accrual and Payment of Additional Interest. For purposes of this ------------------------------------------ Section 2(e), the "Specified Notes" means the Notes (not including the Exchange Notes); provided, however, that the Specified Notes mean the Exchange Notes with -------- ------- respect to (a) any Registration Default that arises pursuant to clause (i) or (ii) of the definition of such term and relates solely to the Broker Shelf Registration Statement and (b) any Registration Default that arises solely pursuant to clauses (v) or (vi) of the definition of such term. In the event that a Registration Default exists, then the Company shall pay additional interest on the Specified Transfer Restricted Notes (in addition to the interest otherwise due on the Notes) in cash on each Interest Payment Date (as defined in the Indenture) in an amount equal to one-quarter of one percent (0.25%) per annum of the principal amount of the Specified Transfer Restricted Notes, with respect to the first 90-day period (or portion thereof) following such Registration Default. The amount of such additional interest will increase by an additional one-quarter of one percent (0.25%) to a maximum of one percent (1.0%) per annum for each subsequent 90-day period (or portion thereof) until each such Registration Default has been cured. A "Registration Default" will exist (subject to the following sentence) if (i) the Company fails to file any of the registration statements required by this Agreement on or prior to the date specified for such filing, (ii) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness, (iii) the Exchange Offer is required to be consummated under this Agreement and is not consummated within 180 210 days after the Original Issue Date, (iv) the Shelf Registration Statement is declared effective but thereafter, during the period for which the Company is required to maintain the effectiveness of such registration statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such registration statement for a period of 60 days, whether or not consecutive, other than for valid business reasons or (v) the Exchange Offer Registration Statement is declared effective but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company restricts the use of the prospectus included therein) for a period of 60 days, whether or not consecutive, or (vi) the Broker Shelf Registration Statement is declared effective but thereafter, during the period consecutive other than for which the Company is required to maintain the effectiveness of such registration statement, it ceases to be effective or usable in connection with the resale of the Exchange Notes covered by such registration statement for a period of 60 days, whether or not consecutivevalid business reasons. Notwithstanding the foregoing, (a) any Registration Default specified in clause (i), (ii) or (iii) of the preceding sentence that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC and (b) any Registration Default specified in clause (v) of the preceding sentence shall be deemed cured at such time as the Broker Shelf Registration Statement is declared effective by the SEC. Following the cure of all Registration Defaults the accrual of additional interest on the Specified Transfer Restricted Notes will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii), (iv), (v) or (viv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. Notwithstanding any of the foregoing, additional interest shall not accrue at any time that there are no Transfer Restricted Notes outstanding. The Company shall notify the Trustee within five business days after the occurrence of each event specified in clause (i), (ii), (iii), (iv), (v) or (viv) of the definition of Registration Default above. The Company shall pay the additional interest due on the Specified Transfer Restricted Notes by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual Interest Payment Date for the Specified Transfer Restricted Notes, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each Interest Payment Date to the record Holder of Specified Transfer Restricted Notes entitled to receive the interest payment to be made on such date as set forth in the Indenture. Additional interest pursuant to this Section 2(e) constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders and/or the Initial Purchaser Purchasers with respect to any Registration Default.