REGISTRATION RIGHTS AGREEMENT Dated as of March 18, 2009 Among

exhibit 4.17

REGISTRATION RIGHTS AGREEMENT

Dated as of March 18, 2009

Among

DOLE FOOD COMPANY, INC.

and

THE GUARANTORS NAMED HEREIN

as Issuers,

and

DEUTSCHE BANK SECURITIES INC.,
BANC OF AMERICA SECURITIES LLC,
SCOTIA CAPITAL (USA) INC.,
RABO SECURITIES USA, INC.
and
GOLDMAN, SACHS & CO.

as Initial Purchasers

13 7/8% Senior Secured Notes due 2014

TABLE OF CONTENTS

REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this “ Agreement ”) is dated as of March 18, 2009, among DOLE FOOD COMPANY, INC., a Delaware corporation (the “ Company ”), the subsidiaries of the Company listed on Schedule 1 hereto (collectively, and together with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “ Guarantors ,” and together with the Company, the “ Issuers ”) and DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC, SCOTIA CAPITAL (USA) INC., RABO SECURITIES USA, INC. and GOLDMAN, SACHS & CO., as initial purchasers (collectively, the “ Initial Purchasers ”).

          This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and the Initial Purchasers, dated as of March 13, 2009 (the “ Purchase Agreement ”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $349,903,000 aggregate principal amount of the Company’s 13 7/8% Senior Secured Notes due 2014 (the “ Notes ”) guaranteed on a senior subordinated secured basis by the Guarantors (the “ Guarantees ”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

          The parties hereby agree as follows:

     1.  Definitions

          As used in this Agreement, the following terms shall have the following meanings:

           Additional Interest : See Section 4(a) hereof.

           Advice : See the last paragraph of Section 5 hereof.

           Agreement : See the introductory paragraphs hereto.

           Applicable Period : See Section 2(b) hereof.

           Application . See Section 7(a) hereof.

           Business Day : Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed.

           Company : See the introductory paragraphs hereto.

           Effectiveness Period : See Section 3(a) hereof.

           Event Date : See Section 4(b) hereof.

           Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

           Exchange Notes : See Section 2(a) hereof.

           Exchange Offer : See Section 2(a) hereof.

           Exchange Offer Registration Statement : See Section 2(a) hereof.

           FINRA : See Section 5(s) hereof.

           Freely Tradable : With respect to a Note (and the related Guarantee), a Note (and the related Guarantee) that at any time of determination, if it were not held by an affiliate (as defined in Rule 405) of the Company, (i) may be resold to the public in accordance with Rule 144 or any successor provision thereof (whether or not the Company has failed to file any reports under the Exchange Act), (ii) does not bear any restrictive legends relating to the Securities Act and (iii) does not bear a restricted CUSIP number.

           Free Writing Prospectus : Means each free writing prospectus (as defined in Rule 405) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Notes, the Exchange Notes or the Private Exchange Notes.

           Guarantees : See the introductory paragraphs hereto.

           Guarantors : See the introductory paragraphs hereto.

           Holder : Any holder of a Registrable Note or Registrable Notes.

           Indenture : The Indenture, dated as of March 18, 2009, by and among the Company, the Guarantors, and U.S. Bank National Association, as Trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

           Information : See Section 5(o) hereof.

           Initial Purchasers : See the introductory paragraphs hereto.

           Initial Shelf Registration : See Section 3(a) hereof.

           Inspectors : See Section 5(o) hereof.

           Issue Date : March 18, 2009, the date of original issuance of the Notes.

           Issuers : See the introductory paragraphs hereto.

           Notes : See the introductory paragraphs hereto.

           Participant : See Section 7(a) hereof.

           Participating Broker-Dealer : See Section 2(b) hereof.

           Person : An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

           Private Exchange : See Section 2(b) hereof.

           Private Exchange Notes : See Section 2(b) hereof.

           Prospectus : The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

           Purchase Agreement : See the introductory paragraphs hereof.

           Records : See Section 5(o) hereof.

           Registrable Notes : Each Note (and the related Guarantees) upon its original issuance and at all times subsequent thereto, each Exchange Note (and the related Guarantees) as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees) upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective

Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes (and the related Guarantees) that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note (and the related Guarantees), as the case may be, is Freely Tradable.

           Registration Statement : Any registration statement of the Company that covers any of the Notes, the Exchange Notes or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

           Registration Trigger Date : Means the fifth Business Day following the one-year anniversary of the date hereof.

           Regulatory Requirements : See the last paragraph of Section 1 hereof.

           Rule 144 : Rule 144 under the Securities Act.

           Rule 144A : Rule 144A under the Securities Act.

           Rule 405 : Rule 405 under the Securities Act.

           Rule 415 : Rule 415 under the Securities Act.

           Rule 424 : Rule 424 under the Securities Act.

           SEC : The U.S. Securities and Exchange Commission.

           Securities Act : The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

           Shelf Notice : See Section 2(c) hereof.

           Shelf Registration : See Section 3(b) hereof.

           Shelf Registration Statement : Any Registration Statement relating to a Shelf Registration.

           Shelf Suspension Period : See Section 3(a) hereof.

           Subsequent Shelf Registration : See Section 3(b) hereof.

           TIA : The Trust Indenture Act of 1939, as amended.

           Trustee : The trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Notes and Private Exchange Notes (and the related Guarantees).

           Underwritten registration or underwritten offering : A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

          Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “ Regulatory Requirements ”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

     2.  Exchange Offer

          (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, with respect to any Notes that on the Registration Trigger Date are Registrable Notes, the Issuers shall use their respective reasonable best efforts to file with the SEC a Registration Statement (the “ Exchange Offer Registration Statement ”) on an appropriate registration form with respect to a registered offer (the “ Exchange Offer ”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “ Exchange Notes ”), guaranteed on a senior subordinated basis secured by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 45th day following the effectiveness of the Exchange Offer Registration Statement.

-6-

          Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes.

          Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis , solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

          No securities other than the Exchange Notes (and related guarantees) shall be included in the Exchange Offer Registration Statement.

          (b) The Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “ Participating Broker-Dealer ”), whether such positions or policies have been publicly

disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent permitted by applicable policies and regulations of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Notes in compliance with the Securities Act.

          The Issuers shall use their respective reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Notes; provided , however , that such period shall not be required to exceed 90 days or such longer period if extended pursuant to the last paragraph of Section 5 hereof (the “ Applicable Period ”).

          If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “ Private Exchange ”) for such Notes held by any such Holder, a like principal amount of notes (the “ Private Exchange Notes ”) of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

          In connection with the Exchange Offer, the Issuers shall:

     (1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

     (2) use their respective reasonable best efforts to keep the Exchange Offer open for not less than 20 Business Days after the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

     (3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;

     (4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

     (5) otherwise comply in all material respects with all applicable laws, rules and regulations.

          As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall:

     (1) accept for exchange all Registrable Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer and the Private Exchange, if any;

     (2) deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

     (3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

          The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers; and (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange.

          The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture, with such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA, and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the

Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

          (c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated on or prior to the 45th day following the Registration Trigger Date, (iii) the Initial Purchasers or any other holder of Private Exchange Notes so requests in writing to the Company at any time after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) and so notifies the Company within 60 days after the consummation of the Exchange Offer, in the case of each of clauses (i) to and including (iv) of this sentence, then the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (the “ Shelf Notice ”) and shall file a Shelf Registration pursuant to Section 3 hereof.

     3.  Shelf Registration

          If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

     (a) Shelf Registration . The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “ Initial Shelf Registration ”). The Issuers shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes (and the related Guarantees) to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

     The Issuers shall use their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the 90th day following the delivery of the Shelf Notice and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is one year from the Issue Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “ Effectiveness Period ”); provided , however , that the Effectiveness

Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 days in any twelve-month period (a “ Shelf Suspension Period ”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

     (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations . If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Notes registered thereunder), the Issuers shall use their respective reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Shelf Registration Statement in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “ Subsequent Shelf Registration ”). If a Subsequent Shelf Registration is filed, the Issuers shall use their respective reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “ Shelf Registration ” means the Initial Shelf Registration and any Subsequent Shelf Registration.

     (c) Supplements and Amendments . The Issuers shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes (or their counsel) covered by such

Registration Statement with respect to the information included therein with respect to one or more of such Holders, or by any underwriter of such Registrable Notes with respect to the information included therein with respect to such underwriter.

     4.  Additional Interest

          (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 (“ Additional Interest ”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):

     (i) if (x) the Exchange Offer Registration Statement is not declared effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not consummated within 45 days after the Exchange Offer Registration Statement becomes effective, then Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date or the 45th day following the effective date of the Exchange Offer Registration Statement, as applicable, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or

     (ii) if the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following delivery of the Shelf Notice, then, commencing on the day after such 90th day, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or

     (iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective

     and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter;

provided , however , that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) — (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00% per annum; provided , further , however , that (1) upon the completion of the Exchange Offer (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the cas