Common use of Special Interest Clause in Contracts

Special Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 60 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest (“Special Interest”). Special interest shall be paid to each Holder of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the Special Interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Special Interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Special Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if any of the Securities are not Freely Tradable by the Exchange Date and either (i) any of the Registration Statements required by this Agreement are Exchange Offer has not filed with the Commission on or prior to the date specified for such filing in this Agreementbeen consummated, (ii) any of such Registration Statements Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 60 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), . The Special Interest shall accrue on the Company hereby agrees to pay, as liquidated damages for such Registration Default, subject to principal amount of the provisions Notes at a rate of Section 12(a), special interest (“Special Interest”). Special interest shall be paid to each Holder of Transfer Restricted Securities with respect to 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the any Registration Default continues. The amount of the Special Interest shall increase (which rate will be increased by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities with respect to annum for each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of that such Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued continues to accrue, provided that the rate at which such Special Interest shall accrues may in no event exceed 1.00% per annum) (such Special Interest to be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities calculated by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to Issuers); provided, however, that at the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Registrable Securities or (ii) abovethe particular Registrable Securities having become Freely Tradable, (3) upon Consummation of the Exchange Offer, in interest rate borne by the case of (iii) above, or (4) upon the filing of a post-effective amendment relevant Registrable Securities will be reduced to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicableoriginal interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Shelf Registration Statement) Issuers shall not be obligated to again be declared effective or the Prospectus to be made usable in the case of (iv) above, the pay Special Interest payable with respect provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for Special Interest will be the only monetary remedy available to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullholders under this Agreement.

Special Interest. If (i) any of the Registration Statements Statement required by this Agreement are is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 60 days 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement Statement, or longer if required by federal securities law, or (iv) subject to the provisions of Section 6(c)(i) below, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days two Business Days by a post-post effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), pay special interest (“Special Interest”). Special interest shall be paid to each Holder of Transfer Restricted Securities with respect which, in addition to the first 90-day period immediately following base interest that would otherwise accrue on the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 aggregate principal amount of Notes constituting Transfer Restricted Securities held by such Holder Securities, shall accrue at a rate of 0.25% per annum for each week or portion thereof that the first 90 days of the Registration Default continues. The amount of the Special Interest shall Period, and will increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest special interest of $0.50 1.00% per week per $1,000 principal amount of Transfer Restricted Securitiesannum for the remaining Registration Default Period. All accrued Special Interest special interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company and the Guarantors on each Damages Payment Date to The Depository Trust Company or its nominee by wire transfer of immediately available funds or by federal funds check and to Record Holders of Certificated Transfer Restricted Securities held as Definitive Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Datespecified, as provided in the Indenture. Notwithstanding anything Following the cure of all Registration Defaults, relating to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableany particular Transfer Restricted Securities, the Shelf Registration Statement), in the case accrual of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable special interest with respect to the such Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall will cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Special Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section ‎2 or Section ‎3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if either (i) any of the Registration Statements required by this Agreement are Exchange Offer has not filed with the Commission been consummated on or prior to the date specified for such filing in this AgreementExchange Date, (ii) any of such Registration Statements Shelf Registration, if required hereby, has not been declared effective by the Commission SEC on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), Exchange Date or (iii) the Exchange Offer has not been Consummated within 60 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by Section ‎2 or ‎3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), . The Special Interest shall accrue on the Company hereby agrees to pay, as liquidated damages for such Registration Default, subject to principal amount of the provisions Notes at a rate of Section 12(a), special interest (“Special Interest”). Special interest shall be paid to each Holder of Transfer Restricted Securities with respect to 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the any Registration Default continues. The amount of the Special Interest shall increase (which rate will be increased by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities with respect to annum for each subsequent 90-day period until that such Special Interest continues to accrue, provided that the rate at which such Special Interest accrues may in no event exceed 0.75% per annum) (such Special Interest to be calculated by the Issuers); provided, however, that upon the cure of all Registration Defaults have been curedrelating to the particular Registrable Securities, up the interest rate borne by the relevant Registrable Securities will be reduced to a maximum amount the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section ‎4, the Issuers shall not be obligated to pay Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securitiesprovided in Section ‎4‎(a)(ii) during a Shelf Suspension Period permitted by Section ‎3(a) hereof. All accrued The provisions for Special Interest shall will be paid the only monetary remedy available to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullholders under this Agreement.

Special Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if (i) any of the Registration Statements required Exchange Offer has not been consummated by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this AgreementExchange Date, (ii) any of such Registration Statements Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC by the Effectiveness Date or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 60 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), . The Special Interest shall accrue on the Company hereby agrees to pay, as liquidated damages for such Registration Default, subject to principal amount of the provisions Notes at a rate of Section 12(a), special interest (“Special Interest”). Special interest shall be paid to each Holder of Transfer Restricted Securities with respect to 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the any Registration Default continues. The amount of the Special Interest shall increase (which rate will be increased by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities with respect to annum for each subsequent 90-90 day period until that such Special Interest continues to accrue, provided that the rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Company); provided, however, that at the cure of all Registration Defaults have been curedrelating to the particular Registrable Securities, up the interest rate borne by the relevant Registrable Securities will be reduced to a maximum amount the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Company shall not be obligated to pay Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securitiesprovided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. All accrued The provisions for Special Interest shall will be paid the only monetary remedy available to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullholders under this Agreement.

Special Interest. If (i) the Issuers and the Guarantors fail to file any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to before the date specified for such filing in this Agreementfiling, (ii) any of such Registration Statements has is not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Issuers and the Guarantors fail to consummate the Exchange Offer has not been Consummated within 60 days after 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, in connection with resales of Entitled Securities during the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure periods specified in this Agreement (each such event referred to in clauses (i) through (iv)) above, a “Registration Default”), the Company hereby agrees to pay, ) as liquidated damages for such Registration Default, subject the Issuers and the Guarantors agree to the provisions pay Holders of Section 12(a), special interest (“Entitled Securities Special Interest”). Special interest shall be paid to each Holder Interest of Transfer Restricted Securities with respect to 0.25% per annum during the first 90-day period immediately following the occurrence of such any Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the Special Interest shall will increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Transfer Restricted Securities annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $0.50 1.0% per week per $1,000 annum of the principal amount of Transfer Restricted Securitiesthe Entitled Securities outstanding. All accrued Following the cure of all Registration Defaults, the accrual of Special Interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall will cease. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Entitled Security at the time such security ceases to be a Transfer Restricted Entitled Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Special Interest. If (ia) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement120th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (210th day following the “Effectiveness Target Issue Date”), the Exchange Offer Registration Statement has not been declared effective, or on or prior to the 90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated within 60 days consummated, or (d) after the Effectiveness Target Date with respect to either the Exchange Offer Registration Statement or (iv) any the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, in connection with resales of Securities or New Securities in accordance with and during the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), the Company hereby agrees to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest (“Special Interest”)) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special interest shall be paid to each Holder Interest will accrue at a rate of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that notes. Notwithstanding the Registration Default continues. The amount of the foregoing, no Special Interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities accrue during or with respect to each subsequent 90-day any suspension period until all Registration Defaults have been curedreferred to in Section 3(b)(iii) above; provided, up to a maximum amount of Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued however, that if such suspension period exceeds 45 days in the aggregate in any 12- month period, then Special Interest shall be paid to accrue from and including the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result 46th day of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasesuspension period. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be Security is exchanged for a Transfer Restricted New Security shall survive until such time as all such obligations with respect to such security shall Security have been satisfied in full.

Special Interest. If (ia) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement270th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (365th day following the “Effectiveness Target Issue Date”), the Exchange Offer Registration Statement has not been declared effective, or on or prior to the 90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated within 60 days consummated, or (d) after the Effectiveness Target Date with respect to either the Exchange Offer Registration Statement or (iv) any the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, in connection with resales of Securities or New Securities in accordance with and during the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), the Company hereby agrees to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest (“Special Interest”)) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special interest shall be paid to each Holder Interest will accrue at a rate of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that notes. Notwithstanding the Registration Default continues. The amount of the foregoing, no Special Interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities accrue during or with respect to each subsequent 90any suspension period referred to in Section 3(b)(iii) above; provided, however, that if such suspension period exceeds 45 days in the aggregate in any 12-day period until all Registration Defaults have been curedmonth period, up to a maximum amount of Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued then Special Interest shall be paid to accrue from and including the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result 46th day of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasesuspension period. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be Security is exchanged for a Transfer Restricted New Security shall survive until such time as all such obligations with respect to such security shall Security have been satisfied in full.

Special Interest. If (i) any of the Registration Statements Statement required by this Agreement are is not filed with the Commission on or prior to the date specified for such filing in this Agreementapplicable Filing Deadline, (ii) any of such Registration Statements Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “applicable Effectiveness Target Date”)Deadline, (iii) the Exchange Offer has not been Consummated within 60 days after the Effectiveness Target Date with respect on or prior to the Exchange Offer Registration Statement Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (for reasons other than those permitted by Section 6(c) or 6(d)) without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest (“Special Interest”). Special interest shall be paid pay to each Holder of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, affected thereby additional interest ("SPECIAL INTEREST") in an amount equal to $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continuescontinues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the Special Interest special interest shall increase by an additional $0.05 .05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest special interest of $0.50 .25 per week per $1,000 in principal amount of Transfer Restricted Securities. All accrued Special Interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by ; provided that the Company by wire transfer of immediately available funds or by federal funds check and the Guarantors shall in no event be required to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenturepay special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest special interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. The right of each Holder to receive Special Interest shall be the exclusive remedy and liquidated damages for any and all Registration Defaults. All accrued special interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which special interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding to pay special interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such security securities shall have been satisfied in full.

Special Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 60 days Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Guarantors, jointly and severally, hereby agrees agree to pay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest (“Special Interest”). Special interest shall be paid to each Holder of Transfer Restricted Securities with respect Securities, for the period from the occurrence of such Registration Default until such time as such Registration Default is no longer in effect, in an amount equal to U.S.$0.05 per week per U.S.$1,000 principal amount of Notes held by such Holder during the first 90-day period immediately following the occurrence and during the continuance of such Registration Default, in increasing by an amount equal to $0.05 additional U.S.$0.05 per week per $1,000 U.S.$1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the Special Interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities Notes with respect to each subsequent 90-day period until all during which such Registration Defaults have been curedDefault continues, up to a maximum amount of Special Interest special interest of $0.50 U.S.$0.25 per week per $1,000 U.S.$1,000 principal amount of Transfer Restricted SecuritiesNotes. All accrued Special Interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities Definitive Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Special Interest. If (i) any In the event of the Registration Statements required by this Agreement are not filed with failure of the Commission Company to procure, on or prior to before July 12, 1996, a recognized financial institution with capital of not less than $10,000,000 organized under the date specified for such filing laws of the Republic of Ireland which the Convertible Note Trustee may lawfully appoint as a Qualified Foreign Collateral Agent (as defined in this Agreement, (iiSection 7.3 of the Indenture) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii"Procurement") the Exchange Offer has not been Consummated within 60 days after the Effectiveness Target Date with respect to Technocom Preferred Stock, any payments thereon and any property substituted therefor (the Exchange Offer Registration Statement or "Subject Collateral") pursuant to an agreement under which such Qualified Foreign Collateral Agent will agree not to resign without the contemporaneous appointment of a successor Qualified Foreign Collateral Agent (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure (each such event referred to in clauses (i) through (iv"Prescribed Agreement"), a “Registration Default”)then, commencing on July 12, 1996, the Company hereby agrees shall pay to payeach Holder of the Notes Special Interest in an amount equal to 1% per annum on the principal amount at Stated Maturity of such Holder's Notes, accruing for each day until the Procurement is made or Technocom or a successor is reorganized under the laws of Cyprus and a successor Qualified Foreign Collateral Agent has been appointed in respect of the Subject Collateral (the "Reorganization") under a Prescribed Agreement. Such Special Interest shall be payable in cash semi-annually in arrears at the times and in the manner provided for in the Indenture, provided that for this purpose, Section 2.11 of the Indenture shall be read to include as Interest Payment Dates, as liquidated damages for such Registration Defaultapplicable, subject June 1 and December 1 of each year, commencing December 1, 1996. Such Special Interest shall cease to accrue upon the provisions of Section 12(a), special interest (“Procurement or the Reorganization taking place and all accrued and unpaid Special Interest”). Special interest Interest shall be paid to each Holder of Transfer Restricted Securities the Notes on the next Interest Payment Date with respect to thereto. Special Interest, as defined in the first 90-day period immediately following Indenture, may include Special Interest arising as a result of the occurrence of such a "Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that " under the Registration Default continuesAgreement (as defined in the Indenture). The amount of the Special Interest shall increase by an additional $0.05 per week per $1,000 Except as expressly provided in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been curedthis paragraph 4, up to a maximum amount of Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Special Interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company by wire transfer of immediately available funds or by federal funds check treated as interest and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified any date on each Damages which Special Interest is due and payable shall be treated as an Interest Payment Date, as provided in for all purposes under this Note and the Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) 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 the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.