Common use of Registration Defaults Clause in Contracts

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders of Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement with respect to the Securities is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Securities at a rate of ..25% per annum for the first 90 days from and including such 91st day and .50% per annum thereafter; or (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Securities at a rate of .25% per annum for the first 90 days from and including such 181st day and .50% per annum thereafter; or (c) if the Shelf Registration Statement with respect to the Securities has been declared effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Securities at a rate of .25% per annum for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .50% per annum thereafter; or (d) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Securities at a rate of .25% per annum for the first 90 days from and including such date and ..50% per annum thereafter; PROVIDED, HOWEVER, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages additional interest (the "Registration Default DamagesAdditional Interest") to the Holders of Securities Notes in respect of the Securities Notes as follows: (a) if the Shelf any Exchange Offer Registration Statement with respect to the Securities required by this Agreement is not filed with the Commission on or prior to the 90th day following date 120 days after the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages Additional Interest shall accrue on the Registrable Securities at a rate of ..250.25% per annum for the first 90 days from and including such 91st day specified date and .500.50% per annum thereafter; or (b) if the Shelf any Exchange Offer Registration Statement with respect to the Securities required by this Agreement is not declared effective by the Commission Commission, or the Exchange Offer not commenced, on or prior to the 180th day following date 180 days after the Closing Date, then commencing on the 181st day after the Closing Datesuch specified date, Registration Default Damages Additional Interest shall accrue on the Registrable Securities at a rate of .250.25% per annum for the first 90 days from and including such 181st day specified date and .500.50% per annum thereafter; or (c) if the Shelf Registration Statement with respect Exchange Offer is not completed on or prior to the Securities has been declared effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during date 210 days after the Shelf Registration PeriodClosing Date, then commencing on the day the Shelf Registration Statement ceases to be effectiveafter such specified date, Registration Default Damages Additional Interest shall accrue on the Registrable Securities at a rate of .250.25% per annum for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .500.50% per annum thereafter; or (d) if any Shelf Registration Statement required by this Agreement is not filed with the aggregate duration Commission on or prior to the date 60 days after the date the obligation for such filing arose, then Additional Interest shall accrue on the Registrable Securities at a rate of Deferral Periods in 0.25% per annum for the first 90 days from and including such specified date and 0.50% per annum thereafter; or (e) if any period exceeds Shelf Registration Statement required by this Agreement is not declared effective by the number Commission on or prior to the date 120 days after the date the obligation for such filing arose, then Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days permitted in respect of from and including such period pursuant specified date and 0.50% per annum thereafter; or (f) if any Registration Statement required by this Agreement has been declared effective but ceases to Section 3(i) hereofbe effective at any time at which it is required to be effective under this Agreement, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such periodRegistration Statement ceases to be effective, Registration Default Damages Additional Interest shall accrue on the Registrable Securities at a rate of .250.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective and ..500.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph paragraphs (a) and (d) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraphs (b) and (e) above), (3) upon the completion of the Exchange Offer (in the case of paragraph (bc) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (cf) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages Additional Interest shall cease to accrue; provided, further, that the Company shall not be obligated to pay Additional Interest for more than one of the above-described defaults at any given time.

Registration Defaults. If any of the following events shall occuroccur as a result of the Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”), then the Company shall pay liquidated damages additional interest on the Notes (the "Registration Default Damages"“Additional Interest”) to the Holders of Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement with respect to the Securities is has not been filed with the Commission on or prior to the 90th day following that is fourteen (14) full calendar months after the Closing Date, then commencing on the 91st day that is fourteen (14) full calendar months after the Closing Date, Registration Default Damages Additional Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of ..250.25% per annum for the first 90 ninety (90) days from and including such 91st the day that is fourteen (14) full calendar months after the Closing Date and .500.50% per annum thereafter; or; (b) if the Shelf Registration Statement with respect to the Securities is has not been declared effective by the Commission on or prior to the 180th day following that is eighteen (18) full calendar months after the Closing Date, then commencing on the 181st day that is eighteen (18) full calendar months after the Closing Date, Registration Default Damages Additional Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 ninety (90) days from and including the day that is eighteen (18) full calendar months after the Closing Date and 0.50% per annum thereafter; (c) if the Company through its omission fails to name a Holder as a selling securityholder and such 181st selling securityholder had complied timely with its obligations hereunder in a manner to entitle such selling securityholder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first ninety (90) days from and including the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter, until such selling securityholder is so named; (d) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than (i) in connection with a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect and subject to the ten (10)-Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(d)), then Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days from and including the day following such tenth (10th) Business Day and .500.50% per annum thereafter; or (c) if the Shelf Registration Statement with respect to the Securities has been declared effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Securities at a rate of .25% per annum for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .50% per annum thereafter; or (de) 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(i) hereof, then commencing on the day after the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages Additional Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including such date date, and ..500.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing and effectiveness (whether upon such filing or otherwise) of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (b) above), (3) upon the effectiveness of the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement which had ceased to remain effective and Prospectus in accordance with applicable law (in the case of paragraph (c) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (de) above), Registration Default Damages or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in cash or in PIK, at the Company’s choice, on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall interest, including Additional Interest, accrue to holders of shares of Company Common Stock issued upon conversion of some or all Notes, except in the case of Notes that are surrendered for conversion after 5:00 p.m., New York City time, on the regular Interest Record Date (as defined in the Indenture) immediately preceding the maturity date of the Notes or, if the Company has specified a Fundamental Change Purchase Date (as defined in the Indenture) that is after a regular Interest Record Date and on or prior to the corresponding Interest Payment Date (as defined in the Indenture) and such Notes are surrendered for conversion after such regular Interest Record Date and on or prior to such Interest Payment Date.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the "“Registration Default Damages"”) to the Holders of Transfer Restricted Securities in respect of the Transfer Restricted Securities as follows: (a) if the Shelf Registration Statement with respect to the Securities is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of ..25.25% per annum for the first 90 days from and including such 91st day and .50% per annum thereafter; or (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission on or prior to the 180th 150th day following the Closing Date, then commencing on the 181st 151st day after the Closing Date, Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of .25% per annum for the first 90 days from and including such 181st 151st day and .50% per annum thereafter; or (c) if the Shelf Registration Statement with respect to the Securities has been declared effective but ceases to be effective (other than pursuant to Section 3(iwithout being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) hereofor usable for the offer and sale of Transfer Restricted Securities for a period of time (including any Deferral Period) at which exceeds 30 days in the aggregate in any time 90-day period or 60 days in the aggregate in any 12-month period during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effectiveeffective or usable, Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of .25% per annum for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective or usable and .50% per annum thereafter; or (d) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of .25% per annum for the first 90 days from and including such date and ..50.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the "“Registration Default Damages"”) to the Holders of Securities in respect of the Securities as follows: (a) if the Company is then eligible to file an Automatic Shelf Registration Statement with respect to the Securities is and it has not filed with the Commission such Automatic Shelf Registration Statement and/or a prospectus supplement to an existing Shelf Registration Statement on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of ..250.25% per annum for the first 90 days from and including such 91st day and .500.50% per annum thereafter; or (b) if the Company is not then eligible to file an Automatic Shelf Registration Statement with respect to the Securities and if a Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of .250.25% per annum for the first 90 days from and including such 181st day and .500.50% per annum thereafter; or (c) if the a Shelf Registration Statement with respect to the Securities has been declared or becomes effective but ceases to be effective (or usable for the offer and sale of the Registrable Securities, other than pursuant in connection with (A) a Deferral Period or (B) as a result of a requirement to Section 3(i) hereof) file a new Shelf Registration Statement, a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration PeriodPeriod and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then commencing on in effect and subject to the day 20 Business Day filing requirement and the Shelf Registration Statement ceases proviso regarding the filing of post-effective amendments in Section 2(e) with respect to be effectiveany Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including the day following such date on which the Shelf Registration Statement ceases to be effective 10th Business Day and .500.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including such date date, and ..500.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement or prospectus supplement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (45) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) hereof to be exceeded (in the case of paragraph (de) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Shares, such Holder shall not be entitled to any compensation with respect to such Common Shares. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to the Operating Partnership’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the "“Registration Default Damages"”) to the Holders of Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement with respect to (which shall be, if the Securities Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 90th 270th day following the Closing Date, then commencing on the 91st 271st day after the Closing Date, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Debentures, at a rate of ..250.25% per annum for the first 90 days from and including such 91st 271st day and .500.50% per annum thereafter; or (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th 270th day following the Closing Date, then commencing on the 181st 271st day after the Closing Date, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Debentures, at a rate of .250.25% per annum for the first 90 days from and including such 181st 271st day and .500.50% per annum thereafter; or (c) if the Shelf Registration Statement with respect to the Securities has been declared or become effective but ceases to be effective (or usable for the offer and sale of the Registrable Securities, other than pursuant in connection with (A) a Deferral Period or (B) as a result of a requirement to Section 3(i) hereof) file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration PeriodPeriod and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then commencing on in effect and subject to the day 20 Business Day filing requirement and the Shelf Registration Statement ceases proviso regarding the filing of post-effective amendments in Section 2(e) with respect to be effectiveany Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Debentures at a rate of .250.25% per annum for the first 90 days from and including the day following such date on which the Shelf Registration Statement ceases to be effective tenth Business Day and .500.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Debentures at a rate of .250.25% per annum for the first 90 days from and including such date date, and ..500.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (45) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (de) above), the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing other than as a result of an exchange of Debentures for Common Stock, the Company will prorate the Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate on the Debentures shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Exchange Rate by 3% for each $1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (additional interest on the "Registration Default Damages"Notes ( “Additional Interest”) to the Holders of Securities in respect of the Securities Notes then outstanding as follows: (a) if the Shelf Registration Statement with respect to (which shall be, if the Securities Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission on or prior to the 90th 120th day following the Closing Date and the Company does not have on file with the Commission an effective Shelf Registration Statement covering resales of the Registrable Securities, then commencing on the 121st day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages Additional Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of ..250.25% per annum for the first 90 days from and including such 91st 121st day following the Closing Date and .500.50% per annum thereafter; or (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing DateDate or an effective Shelf Registration Statement covering resales of the Registrable Securities is otherwise not made available for use by Holders by such date, then commencing on the 181st day after the Closing Date, Registration Default Damages Additional Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of .250.25% per annum for the first 90 days from and including such 181st day and .500.50% per annum thereafter; or (c) if any Holder supplies a Notice and Questionnaire after the effective date of the Shelf Registration Statement with respect to or the Securities has been declared date after which the Company first makes available an effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases for use by Holders, and the Company fails to be effectivesupplement or amend such Shelf Registration Statement, or file a new Shelf Registration Default Damages Statement, in accordance with the terms of this Agreement, in order to add such Holder as a selling securityholder, then Additional Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of .250.25% per annum for the first 90 days from and including such the effective date on which of the Shelf Registration Statement ceases to be or the date an effective Shelf Registration Statement is made available and .500.50% per annum thereafter; or (d) if the Shelf Registration Statement has been declared or become effective but ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and (1) the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Suspension Period is then in effect and subject to the 10 Business Day filing requirement and the proviso regarding the filing of post-effective amendments and new Shelf Registration Statements in Section 2(e) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Suspension Period or period permitted pursuant to Section 2(e)) by filing a post-effective amendment, prospectus supplement or report filed pursuant to the Exchange Act or (2) the aggregate duration of Deferral Suspension Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes commencing on the day following the tenth Business Day, with respect to clause (1) above, or the day the aggregate duration of Deferral Suspension Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Securities with respect to clause (2) above, at a rate of .250.25% per annum for the first 90 days from and including such date, and 0.50% thereafter; or (e) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement or any amendment to the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement or amendment of which the Prospectus forms a part becomes effective then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or amendment or the time of filing of such Prospectus, as the case may be, and ..500.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (cd) above), (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraphs (c) or (4e) above), (5) upon the termination of the Deferral Suspension Period that caused the limit on the aggregate duration of Deferral Suspension Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages or (6) in any case, notwithstanding the preceding clauses (1) through (5), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(c), Additional Interest shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in cash on the next succeeding Interest Payment Date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Stock issued upon conversion of Notes, if any. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Notes converted at a time when such Registration Default has occurred and is continuing.

Registration Defaults. If any of the following events shall occuroccur as a result of the Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”), then the Company shall pay liquidated damages special interest on the Notes (the "Registration Default Damages"“Special Interest”) to the Holders of Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement with respect to the Securities is has not been filed with the Commission and become or declared effective, as the case may be, on or prior to the 90th 365th day following after the Closing Date, then commencing on the 91st 366th day after the Closing Date, Registration Default Damages Special Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of ..250.25% per annum for the first 90 days from and including such 91st the 366th day after the Closing Date and .500.50% per annum thereafter; or (b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than (i) in connection with a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10-Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to the Securities is not declared effective by the Commission on or prior to the 180th day any Notice and Questionnaire received during such period, within 10 Business Days following the Closing Dateexpiration of such Deferral Period or period permitted pursuant to Section 2(d)), then commencing on the 181st day after the Closing Date, Registration Default Damages Special Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including the day following such 181st day 10th Business Day and .500.50% per annum thereafter; or (c) if the Shelf Registration Statement Company through its omission fails to name a Holder as a selling securityholder and such selling securityholder had complied timely with respect its obligations hereunder in a manner to the Securities has been declared effective but ceases entitle such selling securityholder to be effective so named in (other than pursuant to Section 3(ii) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, Registration Default Damages then Special Interest shall accrue accrue, on the Securities aggregate outstanding principal amount of the Notes held by such Holder, at a rate of .250.25% per annum for the first 90 days from and including the day following the effective date of such date on which the Shelf Registration Statement ceases to be effective or the time of filing of such Prospectus, as the case may be, and .500.50% per annum thereafter, until such selling securityholder is so named; or (d) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages Special Interest shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including such date date, and ..500.50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing and effectiveness (whether upon such filing or otherwise) of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (b) above), (3) upon the effectiveness of the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement which had ceased to remain effective and Prospectus in accordance with applicable law (in the case of paragraph (c) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Special Interest shall cease to accrue. Any amounts of Special Interest due pursuant to this Section 7 will be payable in cash on the next succeeding Special Interest Payment Date (as defined in the Indenture) to Holders entitled to receive such Special Interest on the relevant record dates for the payment of Special Interest. If any Note ceases to be outstanding during any period for which Special Interest is accruing, the Company will prorate the Special Interest payable with respect to such Note. The Special Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Special Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Special Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall interest, including Special Interest, accrue to holders of shares of Company Common Units issued upon conversion of Notes, except in the case of Notes that are surrendered for conversion after 5:00 p.m., New York City time, on November 1, 2025, if Special Interest is payable on the Maturity Date of the Notes or, if the Company has specified a Fundamental Change Purchase Date (as defined in the Indenture) that is after a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date (as defined in the Indenture) and such Notes are surrendered for conversion after such Special Interest Record Date and on or prior to such Special Interest Payment Date.

Registration Defaults. If any of the following events shall occuroccur (each, a “Registration Default”), then the Company shall pay will pay, as liquidated damages and not a penalty, additional interest (“Additional Interest”) on the Notes and liquidated damages (the "Registration Default “Liquidated Damages"”) to the Holders of Securities in respect of the Securities on any Registrable Shares then outstanding as follows: (ai) if the Shelf Registration Statement with respect to the Securities is has not been filed with the Commission and become effective on or prior to before the 90th day following the Closing DateEffectiveness Deadline, then commencing on the 91st day after the Closing Date, Registration Default Damages shall (x) Additional Interest will accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of ..250.25% per annum for the first 90 days from beginning on, and including such 91st including, the 1st day after the Effectiveness Deadline, and .500.50% per annum thereafter; orthereafter and (y) Liquidated Damages will accrue on the Fair Market Value of any then outstanding Registrable Securities according to the Liquidated Damages Schedule beginning on, and including, the 1st day after the Effectiveness Deadline; (bii) if the Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of the full number (including as a result of an increase in the Conversion Rate or payment of PIK Interest) of Registrable Shares (other than in connection with respect (i) a Suspension Event; or (ii) as a result filing a post-effective amendment solely to add additional selling securityholders) at any time during the Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Suspension Event is then in effect, within ten (10) Business Days after the expiration of such Suspension Event) (or, in the case of filing a post-effective amendment solely to add additional selling securityholders, within ten (10) Business Days after the expiration of the ten (10) day period referred to in Section 2(c), subject to the Securities is not declared effective by the Commission on or prior to the 180th day following the Closing Dateproviso therein), then commencing on the 181st day after the Closing Date, Registration Default Damages shall (x) Additional Interest will accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 ninety (90) days from beginning on, and including including, the day following such 181st day tenth (10th) Business Day and .500.50% per annum thereafter; orthereafter and (y) and (y) Liquidated Damages will accrue on the Fair Market Value of any then outstanding Registrable Securities according to the Liquidated Damages Schedule beginning on, and including, the day following such tenth (10th) Business Day; (ciii) if the Shelf Company, through its omission, fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Registration Statement at the time it first became effective; or (ii) any Prospectus at the time it is filed with respect to the Securities has been declared Commission (or, if later, the effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during date of the Shelf Registration PeriodStatement), then commencing on the day the Shelf Registration Statement ceases to be effective, Registration Default Damages shall (x) Additional Interest will accrue on the Securities aggregate outstanding principal amount of the Notes held by such Holder at a rate of .250.25% per annum for the first 90 ninety (90) days from beginning on, and including including, the day following the effective date of such date on which the Shelf Registration Statement ceases to be effective or the filing of such Prospectus, as applicable, and .500.50% per annum thereafterthereafter and (y) Liquidated Damages will accrue on the Fair Market Value of any then outstanding Registrable Securities according to the Liquidated Damages Schedule beginning on, and including the day following the effective date of such Registration Statement or the filing of such Prospectus, as applicable; orand (div) if the aggregate duration of Deferral Periods Suspension Events in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereofthereof, then then, commencing on the day the aggregate duration of Deferral Periods Suspension Events in any such period exceeds the number of days permitted in respect of such period, Registration Default Damages shall (x) Additional Interest will accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 ninety (90) days from beginning on, and including including, such date date, and ..500.50% per annum thereafterthereafter and (y) Liquidated Damages will accrue on the Fair Market Value of any then outstanding Registrable Securities according to the Liquidated Damages Schedule beginning on, and including; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing and effectiveness of the Shelf Registration Statement (in the case of paragraph (ai) above), (2) upon such time as the effectiveness of the Shelf applicable Registration Statement becomes effective and usable for resales (in the case of paragraph (bii) above), (3) upon the effectiveness of the Shelf such time as such Holder is permitted to sell its Registrable Shares pursuant to any Registration Statement which had ceased to remain effective and Prospectus in accordance with applicable law (in the case of paragraph (ciii) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded applicable Suspension Event (in the case of paragraph (div) above), or (5) in any case, upon the expiration of the Registration Period, Additional Interest and Liquidated Damages will cease to accrue on account of the applicable Registration Default Damages shall cease to accrue.(it being understood that nothing in this sentence will prevent Additional Interest from accruing as a result of any other Registration Default during the Registration Period). As used herein:

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the "Registration Default Damages") to the Holders of Registrable Securities in respect of the Registrable Securities as followsfollows (it being understood that Registration Default Damages may not accrue under more than one of the following clauses (a), (b), (c), or (d) at any one time: (a) if the Shelf Registration Statement with respect to the Securities is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Registrable Securities at a rate of ..25.25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such 91st day and .50% per annum thereafter; or (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such 181st day and .50% per annum thereafter; or (c) if the Shelf Registration Statement with respect to the Securities has been declared effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .50% per annum thereafter; or (d) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum per $1,000 principal amount of Securities and $2.50 per annum per 112.4859 shares of Common Stock (subject to adjustments to the conversation rate as described in the Final Memorandum) constituting Registrable Securities for the first 90 days from and including such date and ..50% per annum thereafter; PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. All Registration Default Damages shall be paid by wire transfer of immediately available funds or by federal funds check by the Company on each Damage Payment Date and Registration Default Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Registration Default Damages are not paid when due, then to the extent permitted by law, such overdue Registration Default Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Registration Default Damages provided for in this Section 7(d) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (e) All of the Company's obligations (including, without limitation, the obligation to pay Registration Default Damages) set forth in the preceding paragraphs which are outstanding or exist with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. (f) Within two business days following the occurrence or the termination of a Registration Default, the Company shall give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Registration Default Damages with regard to the Securities and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.

Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages (the "“Registration Default Damages"”) to the Holders of Registrable Securities in respect of the Securities as follows: (a) if the Shelf Registration Statement with respect to the Securities is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Securities at a and shall be computed by increasing the applicable dividend rate of ..25the Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such 91st day after the Closing Date and .50% per annum thereafter; orthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); (b) if the Shelf Registration Statement with respect to the Securities is not declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Securities at a and shall be computed by increasing the applicable dividend rate of .25the Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such 181st day after the Closing Date and .50% per annum thereafterthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); or (c) if the Shelf Registration Statement with respect to the Securities has been declared effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day the Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Securities at a and shall be computed by increasing the applicable dividend rate of .25the Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .50% per annum thereafterthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); or (d) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Securities at a and shall be computed by increasing the applicable dividend rate of .25the Preferred Stock for the relevant period by 0.25% per annum year for the first 90 days from and including such date date, and ..50.50% per annum thereafterthereafter (it being understood that Registration Default Damages shall not exceed 0.50%); PROVIDEDprovided, HOWEVERhowever, that (1) upon the filing of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), or (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Registration Default Damages shall cease to accrue. Registration Default Damages will be payable to the holders entitled thereto, in the manner provided for the payment of dividends in the certificate of designation. (e) No Registration Default Damages will accrue or be payable on the Underlying Common Stock. Registration Default Damages that have accrued on the Securities will be cancelled upon conversion of the Preferred Stock into the Underlying Common Stock.

Registration Defaults. If any of the following events (each, a “Registration Default”) shall occur, then the Company shall pay liquidated damages (the "“Registration Default Damages"”) to the Holders of Securities in respect of the Securities as follows: (a) if the a Shelf Registration Statement with respect (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Securities Company is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of ..250.25% per annum for the first 90 days from and including such 91st day and .500.50% per annum thereafter; or (b) if the a Shelf Registration Statement with respect to the Securities is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes, at a rate of .250.25% per annum for the first 90 days from and including such 181st day and .500.50% per annum thereafter; or (c) if the a Shelf Registration Statement with respect to the Securities has been declared or becomes effective but ceases to be effective (or usable for the offer and sale of the Registrable Securities, other than pursuant in connection with (A) a Deferral Period or (B) as a result of a requirement to Section 3(i) hereof) file a new Shelf Registration Statement, a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration PeriodPeriod and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then commencing on in effect and subject to the day 20 Business Day filing requirement and the Shelf Registration Statement ceases proviso regarding the filing of post-effective amendments in Section 2(e) with respect to be effectiveany Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including the day following such date on which the Shelf Registration Statement ceases to be effective 10th Business Day and .500.50% per annum thereafter; or (d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or (e) 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(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Securities aggregate outstanding principal amount of the Notes at a rate of .250.25% per annum for the first 90 days from and including such date date, and ..500.50% per annum thereafter; PROVIDED, HOWEVER, that ; (1) upon the filing of the Shelf Registration Statement or prospectus supplement (in the case of paragraph (a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon the effectiveness of such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), or (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) hereof to be exceeded (in the case of paragraph (de) above), ) and (B) the date the related Shelf Registration Statement is no longer required to be kept effective pursuant to the terms of this Agreement. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall cease not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to accruepay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Shares, such Holder shall not be entitled to any compensation with respect to such Common Shares. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to the Operating Partnership’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Registration Default Damages and Additional Interest.