Common use of Additional Dividends Clause in Contracts

Additional Dividends. (a) The parties hereto agree that the holders of Transfer Restricted Preferred Stock will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) any such Registration Statement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Preferred Stock during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Preferred Stock, the Exchange Preferred Stock or the Private Exchange Preferred Stock, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to the original rate. (b) The Additional Dividends due shall be payable on each dividend payment date specified by the Certificate of Designation to the record holders entitled to receive the dividend payment to be made on such date. Each obligation to pay Additional Dividends shall be deemed to accumulate from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Dividends provided for in this Section 4 constitute a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Preferred Stock by reason of the happening of any Registration Default.

Additional Dividends. (a) The parties hereto Company and the Initial Purchasers agree that the holders Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay, as liquidated damages, additional dividends on the Registrable Shares ("Additional Dividends") under the circumstances and to the -------------------- extent set forth below, each of which shall be given independent effect (each a "Registration Default"): -------------------- (i) if (A) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not has been filed with the SEC on or prior to the date specified herein for Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such filing, (ii) any such Shelf Registration Statement has is not been declared effective by the SEC filed on or prior to the date specified herein 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Dividends shall accumulate on the Registrable Shares over and above the stated dividend rate at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such effectiveness 45th day, as the case may be, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day after filing of the Initial Shelf Registration, then, commencing on the day after the Effectiveness Date or the 90th day, as the case may be, Additional Dividends shall accumulate on the Registrable Shares over and above the stated dividend rate in effect at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date or the 90th day, as the case may be, such obligation arises, Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if the Exchange Offer is required to be Consummated hereunder, (A) the Company has not exchanged Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by on or prior to the Consummation Date or 180th day after the Issue Date, (ivB) any such the Exchange Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with prior to consummation of the Exchange Offer or resales of Transfer Restricted Preferred Stock during (C) if applicable, a period in which it is required Shelf Registration has been declared effective and such Shelf Registration ceases to be effective hereunder without being succeeded immediately by at any additional time during the Effectiveness Period, then Additional Dividends shall accumulate on the Registrable Shares over and above the stated dividend rate at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement covering or Shelf Registration ceases to be effective in the Preferred Stockcase of (B) and (C) above, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Dividends rate on the Registrable Shares -------- ------- may not exceed in the aggregate 2.0% per annum; provided further that (1) upon -------- ------- the filing of the Exchange Preferred Stock Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Shares for all Registrable Shares tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Dividends on any Registrable Shares then accumulating Additional Dividends as a result of such clause (or the Private Exchange Preferred Stockrelevant subclause thereof), as the case may be, which has been filed and declared effective (each such event referred shall cease to in clauses (i) through (iv), a "Registration Default"), then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to the original rateaccumulate. (b) The Company shall notify each Holder within one Business Day after each and every date on which a Registration Default occurs in respect of which Additional Dividends is required to be paid (an "Event Date"). Any amounts ---------- of Additional Dividends due shall pursuant to a Registration Default will be payable in cash, semi-annually on each regular dividend payment date specified in the Statement of Resolution (to the Holders of Registrable Shares of record on the regular record date therefor (as specified in the Statement of Resolution) immediately preceding such dates), commencing with the first such regular dividend payment date occurring after any such Additional Dividends commence to accumulate. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the Certificate liquidation preference of Designation the Shares subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding anything to the record holders entitled to receive contrary in this Section 4, the dividend payment to Company shall not be made on such date. Each obligation required to pay Additional Dividends shall to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be deemed provided by it, if any, pursuant to accumulate from Section 5 or (ii) if the Exchange Offer was consummated within 180 days of the Issue Date and including such Holder of Registrable Shares was, at any time while the applicable Registration Default. (c) Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Shares for freely transferable corresponding Exchange Shares in such Exchange Offer. The parties hereto agree that the Additional Dividends liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by holders Holders of Transfer Restricted Preferred Stock Registrable Shares by reason of the happening failure of any (i) the Shelf Registration Defaultor the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.

Additional Dividends. (a) The parties hereto Company and the Initial Purchaser agree that the holders Holders of Transfer Restricted Preferred Stock will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below: (i) if the Preferred Stock Exchange Offer Registration Statement or the Preferred Stock Shelf Registration Statement is not filed with within, in the SEC case of the Preferred Stock Exchange Offer Registration Statement, 45 days following the Preferred Stock Issue Date or, in the case of the Preferred Stock Shelf Registration Statement, within 45 days following a Preferred Stock Shelf Request, Preferred Stock Additional Dividends shall accrue on the Preferred Stock over and above the stated rate of 0.50% per annum for the first 30 days commencing on the 46th day after the Preferred Stock Issue Date or prior to such Preferred Stock Shelf Request, respectively, such Additional Dividends increasing by an additional 0.50% per annum at the date specified herein for such filing, beginning of each subsequent 30-day period; (ii) any such if the Preferred Stock Exchange Offer Registration Statement has or Preferred Stock Shelf Registration Statement is not been declared effective within, in the case of the Preferred Stock Exchange Offer Registration Statement, 120 days following the Preferred Stock Issue Date or, in the case of Preferred Stock Shelf Registration Statement, 120 days following a Preferred Stock Shelf Request, Additional Dividends shall accrue on the Preferred Stock over and above the stated Additional Dividends at a rate of 0.50% per annum for the first 30 days commencing on the 121st day after the Preferred Stock Issue Date or such Preferred Stock Shelf Request, respectively, such Additional Dividends increasing by an additional 0.50% per annum at the SEC on or prior to the date specified herein for such effectiveness after such obligation arises, beginning of each subsequent 30-day period; or (iii) if the Exchange Offer is required to be Consummated hereunder, (A) the Company has not exchanged all Preferred Stock validly tendered in accordance with the terms of the Preferred Stock Exchange Offer on or prior to 180 days after the Preferred Stock Issue Date or (B) the Preferred Stock Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Preferred Stock Exchange Offer is consummated or (C) if applicable, the Preferred Stock Shelf Registration Statement has been declared effective and such Preferred Stock Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Preferred Stock Issue Date (unless all the Preferred Stock has been sold thereunder), then Additional Dividends shall accrue on the Preferred Stock over and above the stated Additional Dividends at a rate of 0.50% per annum for the first 30 days commencing on (x) the 181st day after the Preferred Stock Issue Date with respect to the Preferred Stock validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Preferred Stock Exchange Offer Registration Statement ceases to be effective or usable for its intended purpose in the case of (B) above, or (z) the day such Preferred Stock Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Dividends increasing by an additional 0.50% per annum at the beginning of each subsequent 30- day period. provided, however, that the Additional Dividends on the Preferred Stock may not exceed in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Preferred Stock Exchange Offer Registration Statement or Preferred Stock Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Preferred Stock Exchange Offer Registration Statement or Preferred Stock Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn (in accordance with the terms case of clause (iii)(A) above), or upon the effectiveness of the Preferred Stock Exchange Offer by the Consummation Date or (iv) any such Registration Statement is filed and declared which had ceased to remain effective but (in the case of clause (iii)(B) above), or upon the effectiveness of the Preferred Stock Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), Additional Dividends on the Preferred Stock as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to accrue. (b) The Company shall notify the Paying Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be effective or usable in connection with paid (an "Event Date"). The Company shall pay the Exchange Offer or resales of Additional Dividends due on the Transfer Restricted Preferred Stock during a period in by depositing with the Paying Agent (which it is required to shall not be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the Exchange Preferred Stock benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums or shares of the Private Exchange Preferred Stock, as the case may be, which has been filed and declared effective (each such event referred sufficient to in clauses (i) through (iv), a "Registration Default"), pay the Additional Dividends then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaultsdue. Following the cure of a Registration Default, the accumulation Any amounts of Additional Dividends with respect due pursuant to such Registration Default clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will cease and upon the cure of all Registration Defaults the dividend rate will revert be payable to the original rate. (b) The Additional Dividends due shall be payable Holders of affected Preferred Stock in cash or shares of the Preferred Stock, as the case may be, quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Each obligation to pay , commencing with the first such date occurring after any such Additional Dividends shall commence to accrue. The amount of Additional Dividends will be deemed to accumulate from and including determined by multiplying the applicable Registration Default. (c) The parties hereto agree that the Additional Dividends provided for in this Section 4 constitute a reasonable estimate rate by the liquidation preference of the damages that will be suffered by holders of affected Transfer Restricted Preferred Stock of such Holders, multiplied by reason a fraction, the numerator of which is the happening number of any Registration Defaultdays such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Dividends. (a) The parties hereto Company and the Initial Purchaser agree that the holders Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay, as liquidated damages, additional dividends on the Registrable Shares ("Additional Dividends") under the circumstances and to the -------------------- extent set forth below (each of which shall be given independent effect): (i) if (A) the Exchange Offer Registration Statement or the Shelf Registration Statement is has not been filed with the SEC on or prior to the date specified herein for Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such filing, (ii) any such Shelf Registration Statement has is not been declared effective by the SEC filed on or prior to the date specified herein 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Dividends shall accrue on the Registrable Shares over and above the stated dividend at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such effectiveness 60th day, as the case may be, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such obligation arisesapplicable Effectiveness Date, Additional Dividends shall accrue on the Registrable Shares over and above the stated dividend at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if the Exchange Offer is required to be Consummated hereunder, (A) the Company has not exchanged Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by on or prior to 180 days after the Consummation Date or Issue Date, (ivB) any such the Exchange Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with prior to consummation of the Exchange Offer or resales of Transfer Restricted Preferred Stock during (C) if applicable, a period in which it is required Shelf Registration has been declared effective and such Shelf Registration ceases to be effective hereunder without being succeeded immediately by at any additional time during the Effectiveness Period, then Additional Dividends shall accrue on the Registrable Shares over and above the stated dividend at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after such Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement covering or Shelf Registration ceases to be effective in the Preferred Stockcase of (B) and (C) above, such Additional Dividend rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Dividend rate on the Registrable Shares -------- ------- may not exceed in the aggregate 1.0% per annum; provided further that (1) upon -------- ------- the filing of the Exchange Preferred Stock Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Shares for all Registrable Shares tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Dividends on any Registrable Shares then accruing Additional Dividends as a result of such clause (or the Private Exchange Preferred Stockrelevant subclause thereof), as the case may be, which has been filed and declared effective (each such event referred shall cease to in clauses (i) through (iv), a "Registration Default"), then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to the original rateaccrue. (b) The Company shall notify the Transfer Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). Any amounts of Additional Dividends due shall ---------- pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable quarterly at the Company's option either in cash or by the issuance of additional Shares (including fractional shares) having an aggregate liquidation preference equal to the amount of such Additional Dividends (but not less than $1.00) on each regular dividend payment date and in the manner provided for the payment of regular dividends, in each case, as specified by in the Certificate of Designation (to the Holders of Registrable Shares of record holders entitled to receive on the regular record date therefor (as specified in the Certificate of Designation) immediately preceding such dates), commencing with the first such regular dividend payment to be made on date occurring after any such date. Each obligation to pay Additional Dividends shall commences to accrue. The amount of Additional Dividends will be deemed to accumulate from and including determined by multiplying the applicable Registration Default. (c) The parties hereto agree that Additional Dividend rate by the Additional Dividends provided for in this Section 4 constitute a reasonable estimate principal amount of the damages that will be suffered Shares subject thereto, multiplied by holders a fraction, the numerator of Transfer Restricted Preferred Stock by reason which is the number of days such Additional Dividend rate was applicable during such period (determined on the happening basis of any Registration Defaulta 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Dividends. (a) The parties hereto Company and the Purchaser agree that the holders Holders of Transfer Restricted Preferred Stock Securities will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock constituting Transfer Restricted Securities ("Additional Dividends") under the circumstances and to the extent set forth below: (i) the Exchange Offer Registration Statement or if the Shelf Registration Statement is not filed with the SEC on or prior to the date specified herein Filing Date, Additional Dividends shall accrue on the Preferred Stock constituting Transfer Restricted Securities over and above the stated dividend rate at a rate of 0.25% per annum for the first 60 days commencing on the 121st day after the Issue Date, such filing, Additional Dividend rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) any such if the Shelf Registration Statement has is not been declared effective by the SEC on or prior to the date specified herein Effectiveness Date, Additional Dividends shall accrue on the Preferred Stock constituting Transfer Restricted Securities over and above the stated dividend rate at a rate of 0.25% per annum for the first 90 days commencing on the 181st day after the Issue Date, such effectiveness after such obligation arises, Additional Dividend rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (iii) if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) any such Shelf Registration Statement is filed and has been declared effective but shall thereafter cease and such Shelf Registration Statement ceases to be effective or usable in connection with at any time prior to the Exchange Offer or resales second anniversary of the date on which the Shelf Registration Statement (unless all shares of Transfer Restricted Securities have been sold thereunder), then Additional Dividends shall accrue on the Preferred Stock during constituting Transfer Restricted Securities over and above the stated interest at a period in rate of 0.25% per annum for the first 90 days commencing on the day on which it is required such Shelf Registration Statement ceases to be effective hereunder without being succeeded immediately effective, such Additional Dividend rate increasing by any an additional 0.25% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Dividends on the Preferred Stock constituting Transfer Restricted Securities under clauses (i), (ii) and (iii) above may not exceed in the aggregate 1.00% per annum in the aggregate; and provided further, that (1) upon the filing of the Shelf Registration Statement covering (in the Preferred Stockcase of clause (i) above), (2) upon the Exchange Preferred Stock effectiveness of the Shelf Registration Statement (in the case of (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii) above), Additional Dividends on the Transfer Restricted Securities as a result of such clause (or the Private Exchange Preferred Stockrelevant subclause thereof), as the case may be, which has been filed and declared effective shall cease to accrue. Notwithstanding anything to the contrary in this paragraph (each such event referred to in clauses (i) through (iva), no action taken by the Company that results in a "Registration Default"), then Blackout Period shall result in any Additional Dividends. The sole and exclusive remedy of the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following Holders for the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount any Blackout Period shall be the extension of 2.0% per annum with respect to all Registration Defaults. Following the cure Effectiveness Period for the same number of a Registration Default, days as the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to the original rateBlackout Period. (b) The Company shall notify the Purchaser and any transfer agent in respect of the Preferred Stock within three business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Preferred Stock constituting Transfer Restricted Securities by paying or depositing with the transfer agent (which shall not be the Company for these purposes) for the Preferred Stock in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation, sums of cash and/or additional shares of Preferred Stock sufficient to pay the Additional Dividends then due. Any Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 3 will be payable to the Holders of affected Preferred Stock quarterly on each dividend payment date specified by the Certificate of Designation to the record holders entitled to receive the dividend payment to be made on such date. Each obligation to pay , commencing with the first such date occurring after any such Additional Dividends shall commence to accrue. The amount of Additional Dividends will be deemed to accumulate from and including determined by multiplying the applicable Registration Default. (c) The parties hereto agree that Additional Dividend rate by the Additional Dividends provided for in this Section 4 constitute a reasonable estimate aggregate liquidation preference of the damages that will be suffered by holders of Transfer Restricted affected Preferred Stock of such Holders, multiplied by reason a fraction, the numerator of which is the happening number of any Registration Defaultdays such Additional Dividend rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Dividends. (a) The parties hereto Company and the Initial Purchaser agree that the holders Holders of Transfer Restricted Preferred Stock will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below: (i) if neither the Exchange Offer Registration Statement or nor the Shelf Registration Statement is not has been filed with the SEC on or prior to the date specified herein Filing Date, then, commencing on the 31st day after the Issue Date, Additional Dividends shall accrue on the Preferred Stock over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such filing, Additional Dividends rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; (ii) any such if neither the Exchange Registration Statement has not been nor the Shelf Registration is declared effective by the SEC on or prior to the date specified herein Effectiveness Date, then, commencing on the 91st day after the Filing Date, Additional Dividends shall accrue on the Preferred Stock included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 91st day after the Filing Date, such effectiveness after such obligation arises, Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and (iii) if the Exchange Offer is required to be Consummated hereunder, (A) the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by on or prior to the Consummation 120th day after the Filing Date or (ivB) any such the Exchange Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with at any time prior to the time that the Exchange Offer is consummated or resales of Transfer Restricted Preferred Stock during a period in which it is required (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective hereunder without being succeeded immediately at any time during the Effectiveness Period, then Additional Dividends shall accrue (over and above any interest otherwise payable on such Preferred Stock) at a rate of 0.50% per annum for the first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Preferred Stock validly tendered and not exchanged by any additional the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement covering ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Dividend rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Preferred Stock which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Dividends shall accrue on such Preferred Stock); provided, however, that the Additional Dividends rate on any affected Preferred Stock may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Dividends on the affected Preferred Stock as a result of such clause (or the Private Exchange Preferred Stockrelevant subclause thereof), as the case may be, which has been filed and declared effective (each such event referred shall cease to in clauses (i) through (iv), a "Registration Default"), then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to the original rateaccrue. (b) The Company shall notify the Paying Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). The Company shall pay the Additional Dividends due on the Transfer Restricted Preferred Stock by depositing with the Paying Agent (which shall not be the Company for these purposes) for the Transfer Restricted Preferred Stock, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next dividend payment date specified by the Certificate of Designation (or such other certificate of designation), sums sufficient to pay the Additional Dividends then due. Any amounts of Additional Dividends due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of affected Preferred Stock in cash quarterly on each dividend payment date specified by the Certificate of Designation (or such other certificate of designation) to the record holders entitled to receive the dividend payment to be made on such date. Each obligation to pay Commencing with the first such date occurring after any such Additional Dividends shall commence to accrue. The amount of Additional Dividends will be deemed to accumulate from and including determined by multiplying the applicable Registration Default. (c) The parties hereto agree that the Additional Dividends provided for in this Section 4 constitute a reasonable estimate rate by the principal amount of the damages that will be suffered by holders of affected Transfer Restricted Preferred Stock of such Holders, multiplied by reason a fraction, the numerator of which is the happening number of any Registration Defaultdays such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Dividends. (a) The parties hereto Company and the Initial Purchaser agree that the holders Holders of Transfer Restricted Registrable Preferred Stock will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay additional dividends on the Preferred Stock ("ADDITIONAL DIVIDENDS") under the circumstances set forth below: (i) if the Exchange Offer Registration Statement or the Shelf Registration Statement is has not been filed with the SEC on or prior to the date specified herein for such filing, (ii) any such Filing Date or the Initial Shelf Registration Statement has not been declared effective by the SEC filed on or prior to the date specified herein for such effectiveness after such obligation arises, Filing Date; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; and/or (iii) if the Exchange Offer is required to be Consummated hereundereither (A), if applicable, the Company has not exchanged the Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by on or prior to 45 days after the Consummation Date date on which the Exchange Registration Statement was declared effective or (iv) any such B), if applicable, the Exchange Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with at any time prior to the time that the Exchange Offer or resales of Transfer Restricted is consummated as to all Preferred Stock during a period in which it is required validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective hereunder without being succeeded immediately by at any additional Registration Statement covering time prior to the Preferred Stock, earlier of the Exchange date on which all Registrable Preferred Stock covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration or the Private Exchange Preferred Stock, as second anniversary of the case may be, which has been filed and declared effective Issue Date; (each such event referred to in clauses (i) through (iv), iii) above is a "Registration DefaultREGISTRATION DEFAULT"), then the sole remedy available to holders of the Preferred Stock will be the immediate accrual of Additional Dividends as follows: the per annum dividend rate on Transfer Restricted the Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following by 0.5% upon the occurrence of such the first Registration Default, by 0.5% ; and the per annum and dividend rate will increase by an additional 0.25% per annum with respect to for each subsequent 90-day period until such during which any Registration Default has been curedremains uncured, up to a maximum amount additional dividend rate of 2.0% per annum with respect to for all Registration Defaults, PROVIDED, HOWEVER, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above) or (3) upon the exchange of Exchange Preferred Stock for all Preferred Stock tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Dividends on the Preferred Stock as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accumulate and the dividend rate on the Preferred Stock will revert to the dividend rate originally borne by the Preferred Stock. Following Notwithstanding the cure of a Registration Defaultforegoing, the accumulation amount of Additional Dividends shall not increase because more than one Registration Default has occurred and is pending. (b) The Company shall notify the Transfer Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "EVENT DATE"). Any amounts of Additional Dividends due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each April 1 and October 1 (to the Holders of record on the March 15 and September 15th immediately preceding such dates), commencing with the first such date occurring after any such Additional Dividends commence to accumulate. The amount of Additional Dividends with respect to such Registration Default each share of Preferred Stock will cease and upon be determined by multiplying the cure of all Registration Defaults the dividend applicable Additional Dividend rate will revert to the original rate. (b) The Additional Dividends due shall be payable on each dividend payment date specified by the Certificate liquidation preference of Designation to such share of Preferred Stock, multiplied by a fraction, the record holders entitled to receive numerator of which is the dividend payment to be made number of days such Additional Dividend rate was applicable during such period (determined on such date. Each obligation to pay Additional Dividends shall be deemed to accumulate from the basis of a 360-day year comprised of twelve 30-day months), and including the applicable Registration Defaultdenominator of which is 360. (c) The parties hereto agree that the Additional Dividends provided for in this Section 4 constitute a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Preferred Stock by reason of the happening of any Registration Default.

Additional Dividends. If (a) The parties hereto agree that the holders of Transfer Restricted Preferred Stock will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the Exchange Offer any Registration Statement or the Shelf Registration Statement required by this Agreement is not filed with the SEC Commission on or prior to the date specified herein for such filingapplicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the SEC Commission on or prior to the date specified herein for such effectiveness after such obligation arisesapplicable Effectiveness Deadline, (iiic) if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Preferred Stock for all Preferred Stock validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by been Consummated on or prior to the Consummation Date Deadline or (ivd) any such Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Preferred Stock during a period in which it is required fail to be effective hereunder usable for its intended purpose during the Registration Period or Shelf Period, as applicable, without being succeeded immediately by any a post-effective amendment or an additional Registration Statement covering that causes the Preferred StockExchange Offer Registration Statement (and/or, if applicable, the Exchange Preferred Stock or the Private Exchange Preferred Stock, as the case may be, which has been filed and Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (ia) through (ivd), a "“Registration Default"”), then the dividend rate on Company hereby agrees to pay to each Holder of Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to Securities affected thereby additional dividends at a rate of 0.25% per annum on the liquidation preference of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will . The amount of the additional non-cumulative dividends shall increase by an additional 0.25% per annum on the liquidation preference of Transfer Restricted Securities with respect to each subsequent 90-day period until such all Registration Default has Defaults have been cured, up to a maximum amount rate of 2.0additional non-cumulative dividends of 0.50% per annum on the liquidation preference of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional non-cumulative dividends for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional dividends payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease to be payable on the date of such cure. All additional non-cumulative dividends shall be paid to the Holders entitled thereto, in the manner provided for the payment of dividends in the Board Resolutions, on each Dividend Payment Date, as more fully set forth in the Board Resolutions. Notwithstanding the fact that any securities for which additional dividends are due cease to be Transfer Restricted Securities, all Registration Defaults. Following obligations of the cure of a Registration Default, the accumulation of Additional Dividends Company to pay additional dividends with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of Preference Shares or Exchange Preference Shares who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional dividends with respect to a Registration Default will cease and upon the cure of all that pertains to such Shelf Registration Defaults the dividend rate will revert to the original rateStatement. (b) The Additional Dividends due shall be payable on each dividend payment date specified by the Certificate of Designation to the record holders entitled to receive the dividend payment to be made on such date. Each obligation to pay Additional Dividends shall be deemed to accumulate from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Dividends provided for in this Section 4 constitute a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Preferred Stock by reason of the happening of any Registration Default.

Additional Dividends. (a) The parties hereto Company and the Purchasers agree that the holders Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay additional dividends on the Preferred Shares ("Additional Dividends") under the circumstances set forth below: (i) if the Exchange Offer Registration Statement or the Initial Shelf Registration Statement is has not been filed with the SEC on or prior to the date specified herein for such filing, Filing Date; (ii) any such if the Exchange Offer Registration Statement or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the date specified herein for such effectiveness after such obligation arises, Effectiveness Date; and (iii) if the Exchange Offer is required to be Consummated hereunder, either (A) the Company has not exchanged the Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by on or prior to 60 days after the Consummation Date date on which the Exchange Offer Registration Statement was declared effective or (ivB) any such the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with at any time prior to the time that the Exchange Offer is consummated or resales of Transfer Restricted Preferred Stock during a period in which it is required (C) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective hereunder without being succeeded immediately by at any additional Registration Statement covering time during the Preferred Stock, the Exchange Preferred Stock or the Private Exchange Preferred Stock, as the case may be, which has been filed and declared effective Effectiveness Period; (each such event referred to in clauses (i) through (iv), iii) above is a "Registration Default"), then the sole remedy available to holders of the Preferred Shares will be the immediate accrual of Additional Dividends as follows: the per annum dividend rate on Transfer Restricted the Preferred Stock Shares will increase ("Additional Interest"), with respect to by 100 basis points; and the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and dividend rate will increase by an additional 0.25% per annum with respect to 25 basis points for each subsequent 90-day period until such during which the Registration Default has been curedremains uncurred, up to a maximum amount additional dividend rate of 2.0% 150 basis points per annum with respect annum; provided, however, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above) or (3) upon the exchange of Exchange Shares for all Preferred Shares tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to all remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration Defaults. Following which had ceased to remain effective (in the cure case of a Registration Default(iii)(C) above), the accumulation of any Additional Dividends with respect on the Preferred Shares as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to such Registration Default will cease accrue and upon the cure of all Registration Defaults the dividend rate on the Preferred Shares will revert to the original ratedividend rate originally borne by the Preferred Shares. (b) The Company shall notify the Holders within one business day after each and every date on which an event occurs in respect of which any Additional Dividend is required to be paid (an "Event Date"). Any amounts of Additional Dividends due shall pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable on each dividend payment date specified in additional Preferred Shares as contemplated by the Certificate of Designation quarterly on each April 1, July 1, October 1 and January 1 to the Holders of record holders entitled on the fifteenth day immediately preceding such dates, commencing with the first such date occurring after any such Additional Dividend commences to receive the dividend payment to accrue. The amount of an Additional Dividend will be made on such date. Each obligation to pay Additional Dividends shall be deemed to accumulate from and including determined by multiplying the applicable Registration Default. (c) The parties hereto agree that Additional Dividend rate by the Additional Dividends provided for in this Section 4 constitute a reasonable estimate liquidation value of the damages that will be suffered Registrable Shares, multiplied by holders a fraction, the numerator of Transfer Restricted Preferred Stock by reason which is the number of days such Additional Dividend rate was applicable during such period (determined on the happening basis of any Registration Defaulta 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Dividends. (a) The parties hereto Company and the Purchasers agree that the holders Holders of Transfer Restricted Preferred Stock Registrable Shares will suffer damages if the Issuers fail Company fails to fulfill their its obligations pursuant to under Section 2 or Section 3, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, in the event that Company agrees to pay, as liquidated damages, additional dividends on the Registrable Shares ("Additional Dividends") under the circumstances and to the extent set forth below, each of which shall be given independent effect (each a "Registration Default"): (i) if (A) neither the Exchange Offer Registration Statement or nor the Initial Shelf Registration Statement is not has been filed with the SEC on or prior to the date specified herein for Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such filing, (ii) any such Shelf Registration Statement has is not been declared effective by the SEC filed on or prior to the date specified herein 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Dividends shall accumulate on the Registrable Shares over and above the dividend rate otherwise then in effect at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such effectiveness 45th day, as the case may be, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day after filing of the Initial Shelf Registration, then, commencing on the day after the Effectiveness Date or the 90th day, as the case may be, Additional Dividends shall accumulate on the Registrable Shares over and above the dividend rate otherwise then if effect at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date or the 90th day, as the case may be, such obligation arises, Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and (iii) if the Exchange Offer is required to be Consummated hereunder, (A) the Company has not exchanged Exchange Preferred Stock Shares for all Preferred Stock Shares validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by on or prior to the Consummation Date or 180th day after the Issue Date, (ivB) any such the Exchange Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with prior to consummation of the Exchange Offer or resales of Transfer Restricted Preferred Stock during (C) if applicable, a period in which it is required Shelf Registration has been declared effective and such Shelf Registration ceases to be effective hereunder without being succeeded immediately by at any additional time during the Effectiveness Period, then Additional Dividends shall accumulate on the Registrable Shares over and above the dividend rate otherwise then in effect at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement covering or Shelf Registration ceases to be effective in the Preferred Stockcase of (B) and (C) above, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Dividends rate on the Registrable Shares may not exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the Exchange Preferred Stock Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Shares for all Registrable Shares tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Dividends on any Registrable Shares then accumulating Additional Dividends as a result of such clause (or the Private Exchange Preferred Stockrelevant subclause thereof), as the case may be, which has been filed and declared effective (each such event referred shall cease to in clauses (i) through (iv), a "Registration Default"), then the dividend rate on Transfer Restricted Preferred Stock will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.5% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accumulation of Additional Dividends with respect to such Registration Default will cease and upon the cure of all Registration Defaults the dividend rate will revert to the original rateaccumulate. (b) The Company shall notify each Holder within one Business Day after each and every date on which a Registration Default occurs in respect of which Additional Dividends is required to be paid (an "Event Date"). Any amounts of Additional Dividends due shall pursuant to a Registration Default will be payable in Share Dividends, semi-annually on each regular dividend payment date specified in the Statement of Resolution (to the Holders of Registrable Shares of record on the regular record date therefor (as specified in the Statement of Resolution) immediately preceding such dates), commencing with the first such regular dividend payment date occurring after any such Additional Dividends commences to accumulate. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the Certificate liquidation preference of Designation the Shares subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Dividends rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding anything to the record holders entitled to receive contrary in this Section 4, the dividend payment to Company shall not be made on such date. Each obligation required to pay Additional Dividends shall to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be deemed provided by it, if any, pursuant to accumulate from Section 5 or (ii) if the Exchange Offer was consummated within 180 days of the Issue Date and including such Holder of Registrable Shares was, at any time while the applicable Registration Default. (c) Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Shares for freely transferable corresponding Exchange Shares in such Exchange Offer. The parties hereto agree that the Additional Dividends liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by holders Holders of Transfer Restricted Preferred Stock Registrable Shares by reason of the happening failure of any (i) the Shelf Registration Defaultor the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.