Common use of Additional Interest Under Certain Circumstances Clause in Contracts

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if (each such event in clauses (i) through (iv) below a “Registration Default”): (i) an Exchange Offer Registration Statement has not been filed within 120 days of the Issue Date; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional a. By way of liquidated damages, additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer i. any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the Filing Deadline or Shelf Filing Deadline, as applicable; (ii) an Exchange Offer . any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither . the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Consummation Deadline; or iv. any Registration Statement become effective, within 225 days of required by this Agreement has been declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0 % per annum. (b) b. A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured (1) in any case, if such Registration Default occurs for a continuous period in excess of 30 days or (2) solely in the case of a material acquisition by the Company or any of its subsidiaries requiring financial statements to be filed with the Commission, if such Registration Default occurs for a continuous period in excess of sixty (60) days. (c) c. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities Debentures shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”"): (i) an Exchange Offer If the Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the Filing Deadline; (ii) an Exchange Offer If the Registration Statement has not been declared effective within 180 days of by the Issue Date;Commission on or before the Effectiveness Deadline; or (iii) neither If the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of has been declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Registrable Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission . Additional Interest shall accrue on the Initial Securities Debentures and any Underlying Shares into which any Debentures had been converted previously over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, (A) at a rate of 0.25% per annum, plus an additional 0.25% per annum from in the case of clause (i) above and during any period in which (B) at a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will annum in the case of clause (ii) and clause (iii) above (the "Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumRate"). (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf the Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf the Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf the Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesDebentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount aggregate issue price plus accrued original issue discount of the Initial Securitiesoutstanding Registrable Securities and, if applicable, the aggregate Applicable Conversion Price of any issued Underlying Shares into which any Debentures have been converted previously and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The term "Applicable Conversion Price" means the original issue discount to the date of calculation divided by the conversion rate as then in effect.

Additional Interest Under Certain Circumstances. The Company, the Purchasers and each Holder of Registrable Securities agree by acquisition of such Securities that the Holders of Registrable Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Purchasers and each Holder of Registrable Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Registrable Securities for any Registration Defaults. (a) Additional In accordance with the terms of the Securities, if as of the Registration Trigger Date, any of the Securities are Registrable Securities, additional interest (the “Additional Interest”) with respect to the Initial such Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”): (i) an on or prior to the Registration Trigger Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed within 120 days of the Issue Datebecome effective; (ii) an on or prior to the 45th day following Effective Time of the Exchange Offer Registration Statement Statement, the Registered Exchange Offer has not been declared effective within 180 days of the Issue Date;consummated; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf any Registration Statement required by this Agreement has become effective, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Registrable Securities during the periods specified herein because either (1) herein. Each of the foregoing shall constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Commission; provided, however, that the Company shall in no event be required to pay Additional Interest for more than one Registration Statement would include Default at any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then given time. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities Registrable Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults shall have been curedcured or they cease to be Registrable Securities (whichever is earlier), at a rate of 0.25% per annum, plus an additional annum (the “Additional Interest Amount”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Amount will increase by 0.25% per annum from and during any at the end of such first 90-day period in immediately following the date on which a the first Registration Default has continued for more than 90 daysshall occur until all such Registration Defaults have been cured, up to a maximum rate amount of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding for all Registration Defaults of 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will shall be payable in cash on the regular interest payment dates with respect paid to the Initial Securities. The amount Holders entitled thereto on May 15 and November 15 of Additional Interest will be determined by multiplying any given year as more fully set forth in the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), Indenture and the denominator of which is 360Notes.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall accrue and be assessed payable as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Exchange Filing Deadline or Shelf Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Exchange Effectiveness Deadline or Shelf Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Consummation Deadline and a Shelf Registration Statement become is not effective, within 225 days of the Issue Date;; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Obligors or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.0% per annum. In no event will Following the cure of all Registration Defaults, the accrual of Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumwill cease. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Obligors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company Obligors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is Obligors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 60 days for (whether or not consecutivex) during any 365-day period and 30 days for (y), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. The period of any such Registration Default is added to the relevant two-year period in accordance with clause 3(j) above. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.such

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash or as PIK Interest (as defined in the Indenture) on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission, but (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.00% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue DateConsummation Deadline; (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; or (v) after the 60th day in any calendar year of any Suspension Period, the suspension referred to in Sections 1 or (3) 2 has not been terminated. Each of the foregoing will constitute a Registration Default whatever the reason for any such Registration Statement event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, in the form of an increase in the annual interest rate borne by the Securities, at a rate of 0.25% per annum, plus annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission . Additional Interest shall accrue on the Initial Specified Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement Statement, or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (60 days, whether or not consecutive) during any 365-day period , Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Notwithstanding the foregoing, any Registration Default specified in clause (i), (ii) or (iii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC. (d) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (e) Following the cure of all Registration Defaults the accrual of additional interest on the Specified Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):: (i) an Exchange Offer the Company fails to file any Registration Statement has not been filed within 120 days of required by this Agreement on or prior to the Issue Dateapplicable deadline; (ii) an Exchange Offer any Registration Statement has is not been declared effective within 180 days of on or prior to the Issue Dateapplicable effectiveness deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not consummated on or prior to the Shelf date that is 40 days after the Exchange Offer Registration Statement become is declared effective, within 225 days of the Issue Date;; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annumannum for the first 90-day period immediately following the occurrence of a Registration Default, plus to be increased by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum additional interest rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.501.00% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest applicable to the Securities will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement Statement, which is filed on Form S-1 under the Securities Act or any other form that does not allow incorporation by reference, or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or effective during the period in which such Registration Statement is not effective; obligated to be effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement to the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate Additional Interest Rate of 0.502.0% per annum. In no event will , provided, however, that the Additional Interest accrue Rate on the Initial Securities may not accrue under more than one of the foregoing clauses (i) through (iv) of this Section 6(a) at a rate exceeding 0.50% per annumany one time. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (In the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if (each such event in clauses that (i) through (iv) below a “Registration Default”): (i) an the Exchange Offer Registration Statement has not been filed within 120 days of with the Issue Date; Commission on or prior to the 90th day following the date hereof; (ii) an the Exchange Offer Registration Statement has not been declared effective within 180 days of prior to the Issue Date; 210th day following the date hereof; (iii) neither either the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement not been consummated or the Shelf Registration Statement becomes has not been declared effective on or prior to the 240th day following the date hereof; or (Aiv) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities Notes or New Notes in accordance with and during the periods specified herein in Section 3(b) hereof (because either (1A) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2B) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder) without, in the case of (A) or (3) such B), being succeeded promptly by an amendment or supplement to the Registration Statement is or related prospectus or additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv) a Shelf "Registration Statement that has expired before a replacement Shelf Registration Statement has become effectiveDefault"), then interest ("Additional Interest shall Interest") will accrue on the Initial Securities over Transfer Restricted Notes and above the New Notes (in addition to the stated interest set forth in on the title of Transfer Restricted Notes and the Securities New Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash semiannually in arrears on the regular interest payment dates with respect January 15 and July 15 of each year, beginning on January 15 or July 15 immediately succeeding a Registration Default, at a rate per annum equal to 0.50% during the Initial Securities. The amount 90-day period immediately following the occurrence of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied any Registration Default increasing by a fraction, rate per annum equal to 0.25% at the numerator end of which is each subsequent 90-day period. In no event shall such rate per annum exceed 1.50% in the aggregate regardless of the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360Registration Defaults.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”):": (i) If by October 26, 1999, neither an Exchange Offer Registration Statement nor a Shelf Registration Statement with respect to such Initial Securities has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) If by February 23, 2000, neither the a Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the a Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission with respect to such Initial Securities; or (iviii) If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement becomes with respect to such Initial Securities is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 90 days (whether or not consecutive) during any 365-day period days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities (to the extent that cash is required to be paid on the Initial Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. The Company, the Purchasers and each Holder of Transfer Restricted Securities agree by acquisition of such Securities that the Holders of Transfer Restricted Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Purchasers and each Holder of Transfer Restricted Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Transfer Restricted Securities for any Registration Defaults. (a) Additional In accordance with the terms of the Securities, additional interest (the “Additional Interest”) with respect to the Initial Securities and New Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an on or prior to the 240th day following the Issue Date ( the “Effectiveness Target Date”), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed within 120 days of the Issue Datedeclared effective; (ii) an on or prior to 45 days following the Effectiveness Target Date, the Registered Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date;consummated; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf any Registration Statement become effective, within 225 days of required by this Agreement has been declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) herein. Each of the foregoing shall constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Commission; provided, however, that the Company shall in no event be required to pay Additional Interest for more than one Registration Statement would include Default at any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then given time. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities or New Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults shall have been cured, at a rate of 0.25% per annum, plus an additional annum (the “Additional Interest Amount”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Amount will increase by 0.25% per annum from and during any at the end of such first 90-day period in immediately following the date on which a the first Registration Default has continued for more than 90 daysshall occur until all such Registration Defaults have been cured, up to a maximum rate amount of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding for all Registration Defaults of 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will shall be payable in cash on the regular interest payment dates with respect paid to the Initial Securities. The amount Holders entitled thereto on April 1 and October 1 of Additional Interest will be determined by multiplying any given year as more fully set forth in the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), Indenture and the denominator of which is 360Notes.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunderthereunder and, in the case of any such amendments or (3) such Registration Statement is supplements related solely to naming additional Electing Holders as selling security holders under a Shelf Registration Statement that has expired before Statement, such amendments or supplements are not filed and declared effective by the Commission within five business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a replacement Shelf Registration Statement has become effective, then Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate aggregate Additional Interest Rate of 0.501.0% per annum. In no event will Notwithstanding the foregoing, Additional Interest shall not accrue on any Transfer Restricted Security under clause (iv) above following the Initial Securities at consummation of the Registered Exchange Offer if (a) such Transfer Restricted Security could have been exchanged by the holder thereof, other than a rate exceeding 0.50% per annumbroker-dealer that exchanged such Transfer Restricted Security prior to consummation of the Registered Exchange Offer, for a freely transferable Exchange Security in the Registered Exchange Offer or (b) the holder of such Transfer Restricted Security shall, under the terms of this Agreement, have the right to request that the Company file a Shelf Registration Statement or shall have previously requested that the Company file a Shelf Registration Statement. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective during the period specified in Section 1 and Section 2(b) of this Agreement, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Exchange Offer with respect to all Securities tendered in connection therewith prior to the expiration of the Exchange Offer or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.5% per annum. In ; provided that the Company shall in no event will be required to pay Additional Interest accrue on the Initial Securities for more than one Registration Default at a rate exceeding 0.50% per annumany given time. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”"): (i) an Exchange Offer if on or prior to the 90th day after the first date of original issuance of the Notes, the Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer if on or prior to the 120th day after the first date of original issuance of the Notes, the Shelf Registration Statement has not been declared effective within 180 days of by the Issue Date;Commission; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has after the Shelf Registration Statement become effective, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such the Shelf Registration Statement thereafter ceases to be or is not effective; or (B) such the Shelf Registration Statement or the related prospectus ceases to be or is not usable (in each case except as permitted in paragraph (b)) below) in connection with resales of Transfer Restricted Securities in accordance with and during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Securities Notes from and including the date on which any such Registration Default shall occur occur, to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding proceeds promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause clauses (ia)(i), (ii), ) or (iii) or (iv) of this Section 7(a) above 5 will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The indebtedness represented by the Additional Interest shall be subordinated in right of payment to all existing and future Senior Indebtedness (as defined in the Indenture) as and to the same extent as the Notes.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. The Company, the Purchasers and each Holder of Transfer Restricted Securities agree by acquisition of such Securities that the Holders of Transfer Restricted Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Purchasers and each Holder of Transfer Restricted Securities agree that the following additional interest provisions shall constitute liquidated damages in the event of a “Registration Default” (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Transfer Restricted Securities for any Registration Defaults. (a) Additional In accordance with the terms of the Securities, additional interest (the “Additional Interest”) with respect to the Initial Securities and New Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an on or prior to the 90th day following the Issue Date neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an on or prior to the 210th day following the Issue Date ( the “Effectiveness Target Date”), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective within 180 days of the Issue Dateeffective; (iii) neither on or prior to 30 Business Days following the Effectiveness Target Date, the Registered Exchange Offer is has not been consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date;; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) herein. Each of the foregoing shall constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Commission; provided, however, that the Company shall in no event be required to pay Additional Interest for more than one Registration Statement would include Default at any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then given time. Additional Interest shall accrue be assessed on the Initial Securities over and above the interest set forth in the title of the Securities or New Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults shall have been cured, at a rate of 0.25% $.05 per annum, plus week per $1,000 of principal amount of notes held (the “Additional Interest Amount”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Amount will increase by an additional 0.25% $.05 per annum from and during any week per $1,000 of principal amount of notes with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate amount of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% for all Registration Defaults of $.25 per annumweek per $1,000 of principal amount of notes. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will shall be payable in cash on the regular interest payment dates with respect paid to the Initial Securities. The amount Holders entitled thereto on June 1 and December 1 of Additional Interest will be determined by multiplying any given year as more fully set forth in the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), Indenture and the denominator of which is 360Notes.

Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the Filing Deadline or Shelf Filing Deadline, as applicable; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Commission but (A) in the case of a Shelf Registration Statement becomes effective (A) only, such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25.25% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional .25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional InterestAdditionalInterest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”): (i) an Exchange Offer the Shelf Registration Statement has not been filed within 120 days of with the Commission by the 90th day after the Issue Date; (ii) an Exchange Offer the Shelf Registration Statement has not been declared effective within 180 days of by the Commission by the 180th day after the Issue Date;; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effectiverequired by this Agreement has been declared effective by the Commission but, within 225 days of thereafter during the Issue Date; (iv) after either period during which the Exchange Offer Registration Statement or Company and the Shelf Registration Statement becomes effective Guarantor are required to maintain the effectiveness thereof, (A) such the Shelf Registration Statement thereafter ceases to be or is not effective; effective or (B) such the Shelf Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such the Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such the Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company and the Guarantor or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum for the Initial Securities (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.0% per annum. In no event will With respect to each Holder, the obligation of the Company and the Guarantor to pay Additional Interest accrue on shall remain in effect only so long as the Initial Securities at a rate exceeding 0.50% per annumheld by such Holder are Transfer Restricted Securities (as defined below). (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (60 days, whether or not consecutive) , during any 365-day period the Shelf Registration Period, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) Following the cure of all Registration Defaults the accrual of additional interest on the Initial Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii) or (iii) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions. The Company shall notify the Trustee within five business days after the occurrence of each Registration Default. The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.0% per annum. In no event will shall the Company be obligated to pay Additional Interest accrue on under more than one of the Initial clauses in this Section 6(a) at any one time and, in the case of a Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities at a rate exceeding 0.50% per annumso requested to be registered pursuant to Section 2 hereof. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause (i)(x), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in clause (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in excess any three-month period or more than an aggregate of 90 days (whether or not consecutive) during in any 36512-day period month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue DateConsummation Deadline; (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; or (v) after the 60th consecutive day in any 90-day period or the 90th day in any 365-day period, as the case may be, of any Suspension Period, the suspension referred to in Section 1 or (3) Section 2, as applicable, has not been terminated. Each of the foregoing will constitute a Registration Default whatever the reason for any such Registration Statement event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% $0.05 per annum, plus an additional 0.25% week per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate $1,000 principal amount of 0.50% per annum. In no event will Securities held by such Holder (the "Additional Interest accrue on Rate") for the Initial Securities at a rate exceeding 0.50% per annum.first (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted set forth in paragraph (b)Section 6(b) below) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the “"Additional Interest”") with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) useable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate in an amount equal to $.05 per week per $1,000 in principal amount of 0.25% per annum, plus Transfer Restricted Securities for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of Additional Interest shall increase by an additional 0.25% $.05 per annum from and during any week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate amount of 0.50% Additional Interest of $.50 per annum. In week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event will be required to pay Additional Interest accrue on the Initial Securities for more that one Registration Default at a rate exceeding 0.50% per annumany given time. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has (other than a Market-Making Registration Statement) required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has (other than a Market-Making Registration Statement) required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or (other than a Market-Making Registration Statement) required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement or related prospectus usable. (c) Prior to the interest payment date on which any amounts of Additional Interest are required to be paid, the Company shall determine the amount of Additional Interest due and payable on such interest payment date and, not less than 15 business days prior to such interest payment date, notify the Trustee in writing of such amount and whether the Additional Interest shall be paid in cash. Any amounts of Additional Interest due pursuant to clause will be (i)) if such Additional Interest accrued prior to November 1, 2008, at the option of the Company, either (x) added to the Accreted Value (as defined in the Indenture) of each applicable Security or (y) paid in cash on the interest payment date on which interest accruing on the Securities as of the date of such accrual of Additional Interest as specified by the Indenture and (ii)) if such Additional Interest accrued from and after November 1, (iii) or (iv) of Section 7(a) above will be 2008, payable in cash on the regular each interest payment dates with respect date on which interest accruing on the Securities as of the date of such accrual of Additional Interest as specified by the Indenture, in each case, to the Initial Securitiesrecord holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional "ADDITIONAL Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) thereunder without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately. Each of the foregoing will constitute a Shelf Registration Statement that has expired before Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement or related prospectus usable. When any Registration Default is cured, the Additional Interest on such Transfer Restricted Security shall reset to the Additional Interest, if any, incurred prior to such Registration Default. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) an Exchange Offer the Company and the Guarantors fail to file any Registration Statement has not been filed within 120 days of required by this Agreement on or prior to the Issue Dateapplicable deadline; (ii) an Exchange Offer any Registration Statement has is not been declared effective within 180 days of on or prior to the Issue Dateapplicable effectiveness deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes required by this Agreement has been declared effective (Aby the Commission but(A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities Securities, during the periods specified herein Exchange Offer Registration Period or the Shelf Registration Period, as applicable, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Registered Exchange Offer with respect to all Securities tendered in connection therewith, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then effective causing an interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions during a time when the Company remains under an obligation to keep a Shelf Registration Statement effective pursuant to this Agreement. Additional Interest shall accrue on the Initial Transfer Restricted Securities affected by a Registration Default over and above the interest set forth in otherwise payable on the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annumannum for the first 90-day period immediately following the occurrence of a Registration Default, plus to be increased by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum additional interest rate of 0.501.00% per annum. In no event The Company will not be required to pay Additional Interest accrue on the Initial Securities for more than one Registration Default at a rate exceeding 0.50% per annumany given time. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Companies or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities and the Private Exchange Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any period in which a (regardless of the number of Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumDefaults). (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus during any Suspension Period if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Companies where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company Companies that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is Companies are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesSecurities or Private Exchange Notes, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.Interest

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”):"): 18 18 (i) an If by June 5, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) neither If by September 18, 1998, the Registered Exchange Offer is consummated, nornot consummated and, if required in lieu thereofapplicable, has the Shelf Registration Statement become effective, within 225 days of is not declared effective by the Issue Date;Commission; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effectiveeffective (except as permitted in paragraph (b)); or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities Notes and any Private Exchange Notes over and above the interest set forth in the title of the Securities Notes in each case from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during (the "Additional Interest Rate"). Notice of any period in which a such Registration Default has continued for more than 90 days, up or its cure shall be given by the Issuer to a maximum rate the Trustee as soon as practicable following the occurrence of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumany such event. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such purported Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus prospectus, or (y) the occurrence of other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents if the Company has 19 19 determined in good faith that there are no material commercial impediments in so doing; provided, however, that in any case if such purported Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 45 days. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 7(a) 6 above will be payable in cash on the scheduled regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below below, a “Registration Default”): (i) an Exchange Offer the Company and the Guarantors fail to file any Shelf Registration Statement has not been filed within 120 days of required by this Agreement on or prior to the Issue Datefiling deadline; (ii) an Exchange Offer any Shelf Registration Statement has is not been declared effective within 180 days of on or prior to the Issue Dateeffectiveness deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes required by this Agreement has been declared effective by the Commission (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Transfer Restricted Securities affected thereby over and above the interest set forth in the title of the otherwise payable on such Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annumannum for the first 90-day period immediately following the occurrence of a Registration Default (provided that the Additional Interest on the Transfer Restricted Securities may not accrue under more than one Registration Default at one time), plus to be increased by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum additional interest rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.501.00% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company or the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of ), the Company or the Company Guarantors is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesTransfer Restricted Securities and to the same persons and in the same manner as regular interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesTransfer Restricted Securities on which it is to be paid, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):"REGISTRATION DEFAULT": (i) an If by February 3, 2003, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) If by June 12, 2003, neither the Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any period in which a (regardless of the number of Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumDefaults). (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”"REGISTRATION DEFAULT"): (i) an If by June 7, 1999, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) If by October 5, 1999, neither the Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities and the Private Exchange Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 30 day period until the date on which such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities or Private Exchange Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunderthereunder and, in the case of any such amendments or (3) such Registration Statement is supplements related solely to naming additional Electing Holders as selling securityholders under a Shelf Registration Statement that has expired before Statement, such amendments or supplements are not filed and declared effective by the Commission within 20 business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a replacement Shelf Registration Statement has become effective, then Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until the date on which a all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.0% per annum. In no event will Notwithstanding the foregoing, Additional Interest shall not accrue on the Initial Securities at any Security that is no longer a rate exceeding 0.50% per annumTransfer Restricted Security. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in by paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash the same manner as specified in the Indenture for the payment of interest on the Securities on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional a. By way of liquidated damages, additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer i. any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the Filing Deadline or Shelf Filing Deadline, as applicable; (ii) an Exchange Offer . any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither . the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Consummation Deadline; or iv. any Registration Statement become effective, within 225 days of required by this Agreement has been declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) b. A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured (1) in any case, if such Registration Default occurs for a continuous period in excess of 30 days or (2) solely in the case of a material acquisition by the Company or any of its subsidiaries requiring financial statements to be filed with the Commission, if such Registration Default occurs for a continuous period in excess of sixty (60) days. (c) c. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall thereafter increase by an additional 0.50% per annum until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 1.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Offered Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) an Exchange Offer the Company fails to file any Registration Statement has not been filed within 120 days of required by this Agreement on or prior to the Issue Dateapplicable deadline; (ii) an Exchange Offer any Registration Statement has is not been declared effective within 180 days of on or prior to the Issue Dateapplicable effectiveness deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein Exchange Offer Registration Period or the Shelf Registration Period, as applicable, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Registered Exchange Offer with respect to all Securities tendered in connection therewith, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 60 days, Additional Interest shall be payable in accordance with the above paragraph from and after the 60th day after such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.number

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial a series of Securities over and above the interest set forth in the title of the such series of Securities from and including the date on which any such Registration Default shall occur with respect to such series of Securities, to but excluding the date on which all such Registration Defaults with respect to such series of Securities have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will (the “Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum.Rate”). 9095088.2 42012401 (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company Issuer that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company Issuer is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an the Exchange Offer Registration Statement has is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (iiA) an the Exchange Offer Registration Statement has is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline or (B) any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue DateConsummation Deadline; (iv) after either the Exchange Offer Registration Statement or the any Shelf Registration Statement becomes required by this Agreement is not filed with the Commission on prior to the applicable Filing Deadline; or (v) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission; provided, that a Registration Default under the preceding clause (ii)(B), (iv) or (3v) such Registration Statement is a shall be deemed cured at the Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Obligation Termination Time. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.0% per annum. In no event will All Additional Interest accrue that accrues on the Initial Securities at a rate exceeding 0.50% per annumon or prior to November 15, 2008 shall be added to the accreted value of each Security and all Additional Interest that accrues thereafter shall be payable in cash to holders of Securities on each scheduled interest payment date under the Indenture. (b) A Registration Default referred to in Section 7(a)(iv6(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) The Company shall pay Additional interest (the “Additional Interest”) with respect to the Initial holders of Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”): (i) an Exchange Offer the Shelf Registration Statement has not been filed within 120 days of with the Issue Commission by the 90th day after the Closing Date; (ii) an Exchange Offer the Shelf Registration Statement has not been declared effective within 180 days of by the Issue Commission by the 210th day after the Closing Date;; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such the Shelf Registration Statement thereafter ceases to be or is not effective; effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. The Company shall pay Additional Interest shall accrue on to the Initial Securities Holders of the Notes over and above the interest set forth in the title of the Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured; provided that in no event shall the Company be obligated to pay Additional Interest following the expiration of the Shelf Registration Period; and provided further, however, that no such Additional Interest shall accrue for or during any Suspension Period. Additional Interest will accrue at a rate of 0.250.50% per annum, plus an additional 0.25% of the principal amount of the Notes per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will (the “Additional Interest accrue on Rate”) immediately following the Initial Securities at a rate exceeding 0.50% per annumoccurrence of such Registration Default. (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is has not yet been declared effective and needs to be declared effective to permit Notice Holders to use the related prospectus Prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph Section 5(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 7(a) above will be payable in cash semiannually in arrears on February 1 and August 1 (each, an “Interest Payment Date”) to Holders of record of the Notes on the regular interest payment dates with respect to the Initial Securitiespreceding January 15 and July 15. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial SecuritiesNotes, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-day months), and the denominator of which is 360. If a Holder converts its Notes, all Additional Interest, if any, that has accrued since the Interest Payment Date last preceding the date of conversion will be deemed to be paid in full upon such conversion, and no separate payment will be made by the Company upon conversion on account of such Additional Interest.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below below, a “Registration Default”):: (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumRate of 2.0%. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunderthereunder and, in the case of any such amendments or (3) such Registration Statement is supplements related solely to naming additional Electing Holders as selling security holders under a Shelf Registration Statement that has expired before Statement, such amendments or supplements are not filed and declared effective by the Commission within five business days of the Company's receipt of the applicable Notice and Questionnaire. Each of the foregoing will constitute a replacement Shelf Registration Statement has become effective, then Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate aggregate Additional Interest Rate of 0.501.0% per annum. In no event will Notwithstanding the foregoing, Additional Interest shall not accrue on any Transfer Restricted Security under clause (iv) above following the Initial Securities at consummation of the Registered Exchange Offer if (a) such Transfer Restricted Security could have been exchanged by the holder thereof, other than a rate exceeding 0.50% per annumbroker-dealer that exchanged such Transfer Restricted Security prior to consummation of the Registered Exchange Offer, for a freely transferable Exchange Security in the Registered Exchange Offer or (b) the holder of such Transfer Restricted Security shall, under the terms of this Agreement, have the right to request that the Company file a Shelf Registration Statement or shall have previously requested that the Company file a Shelf Registration Statement. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional Special interest (the “Additional Interest”) with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses clause (i) through clause (iv) below a “Registration Default”): (i) an Exchange Offer Registration Statement has not been filed within 120 days If the Company fails to file any of the Issue Dateregistration statements required pursuant to Section 1 or Section 2 above on or before the date specified for such filing; (ii) an Exchange Offer Registration Statement has If any of such registration statements required to be filed pursuant to Section 1 or Section 2 above is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable date specified in Section 1 or Section 2 above for such effectiveness; (iii) neither If the Company fails to consummate the Registered Exchange Offer on or prior to the date that is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 365 days of after the Issue Date;; or (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph subsection (b)) below) in connection with resales of Transfer Restricted Entitled Securities (as hereafter defined) during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Securities applicable Initial Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, at a rate of Additional Interest will be paid in an amount equal to 0.25% per annum, plus annum of the principal amount of applicable Initial Notes outstanding. The amount of Additional Interest will increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate amount of 0.50Additional Interest for all Registration Defaults of 1.0% per annum. In no event will Additional Interest accrue on annum of the principal amount of applicable Initial Securities at a rate exceeding 0.50% per annumNotes outstanding. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the applicable Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default and the failure of the Company to comply with its obligations under Section 1 and Section 2. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.

Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows provided in this Section 6 if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) an If by January 30, 2013, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) If by May 30, 2013, neither the Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (bc)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or . (3b) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to to, but excluding excluding, the date on which all such Registration Defaults have been cured, . Additional Interest to each Holder of Initial Securities with respect to the first 90-day period immediately following the occurrence of the first Registration Default shall accrue at a rate per annum of 0.25% per annum, plus %. The rate of the Additional Interest will increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate amount of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50for all Registration Defaults of 1.0% per annum. (bc) A Registration Default referred to in Section 7(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (cd) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement to the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) an Neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission by the applicable deadline set forth herein; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) neither Neither the Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission by the applicable deadline set forth herein; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) below) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, or (3however, this Section 6(a)(iii) shall not apply in the case of any Suspension Period imposed in accordance with Section 2(d) to the extent that such Registration Statement Additional Interest is due solely as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of the imposition of such Suspension Period. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate rate, (i) with respect to the first 90-day period immediately following the occurrence of 0.25% the first Registration Default, an amount equal to $.05 per annumweek per $1,000 principal amount of the Initial Securities and Transfer Restricted Securities, plus without duplication, and (ii) an additional 0.25% $.05 per annum from week per $1,000 principal amount of the Initial Securities and during any Transfer Restricted Securities with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate amount of 0.50% per annum. In no event will Additional Interest accrue on for all Registration Defaults of $.25 per week per $1,000 principal amount of the Initial Securities at a rate exceeding 0.50% per annumand Transfer Restricted Securities, without duplication. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the outstanding Initial Securities or Transfer Restricted Securities, without duplication. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the outstanding Initial Securities or Transfer Restricted Securities, without duplication, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (“the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur occur, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period to but excluding the date on which all such Registration Defaults have been curedcured and, at a rate in the case of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 daysrelating to a Shelf Registration, the date the Company’s obligation to keep the Registration Statement effective ceases under Section 2(b) hereof, up to a maximum rate Additional Interest of 0.502.0% per annum. In no event will Such Additional Interest accrue on shall be the Initial Securities at a rate exceeding 0.50% per annumHolders’ sole monetary remedy under this Agreement with respect to any Registration Default. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the x)the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided that the failure of the Company to proceed promptly shall not be deemed to be a violation of this clause (b)(ii) if the board of directors of the Company determines in its good faith judgment that the disclosure of any such event at such time would have a material adverse effect on the business or operations of the Company; provided, further, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) an Exchange Offer the Company has not filed any Registration Statement has not been filed within 120 days of required by this Agreement with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement required by this Agreement has not been declared become effective within 180 days of on or prior to the Issue Dateapplicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annumannum for the first 90-day period immediately following the occurrence of a Registration Default, plus which rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.501.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”): (i) an If by August 3, 2013, the Exchange Offer Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an If by November 1, 2013, the Exchange Offer Registration Statement has not been declared effective within 180 days of by the Issue DateCommission; (iii) neither If by November 1, 2013, the Registered Exchange Offer is not consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date; (iv) If the Company is obligated to use all commercially reasonable efforts to file a Shelf Registration Statement pursuant to Section 2 hereof and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (v) If the Company is obligated to use all commercially reasonable efforts to file a Shelf Registration Statement pursuant to Section 2 hereof and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 270th day after the obligation to file a Shelf Registration Statement arises; or (vi) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, then Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus . The Additional Interest rate will increase by an additional 0.25% per annum from and during any 25 basis points with respect to each subsequent 90-day period to but excluding the date that such Registration default shall have been cured (or in which the case of a Registration Default has continued for more than 90 daysrelating to a Shelf Registration Statement, the date the Company’s obligation to keep the Shelf Registration Statement effective shall have ceased under Section 2(b) hereof), up to a maximum rate of 0.50Additional Interest for all Registration Defaults equal to 1.0% per annum. In no event will So long as a Registration Default shall occur and be continuing, Additional Interest will accrue on and be payable with respect to the aggregate principal amount of all Transfer Restricted Securities then outstanding as well as all other notes then outstanding that bear the same CUSIP number as the Transfer Restricted Notes, if any. Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one time. Following the cure of a Registration Default, the accrual of Additional Interest will cease with respect to that Registration Default. Such Additional Interest shall be the Holders’ sole monetary remedy under this Agreement with respect to any Registration Default, it being understood that Holders may pursue remedies in equity. Notwithstanding the foregoing, the foregoing does not limit the Holders’ rights set forth in Sections 4 and 5 hereof. The parties hereto acknowledge that there may be no adequate remedy at law if the Company fails to perform any of its obligations set forth in Sections 1 through 3 hereof and that the Initial Securities at a rate exceeding 0.50% per annumPurchaser and the Holders may be irreparably harmed by any such failure. (b) A Registration Default referred to in Section 7(a)(iv6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause clauses (i), ) through (ii), (iii) or (ivvi) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of declared effective by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (ii) an the Registered Exchange Offer Registration Statement has not been declared effective within 180 days of consummated on or prior to the Issue Date;Consummation Deadline; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf any Registration Statement become effective, within 225 days of required by this Agreement has been declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate Additional Interest Rate of 0.502.0% per annum. In no event will The Additional Interest accrue on the Initial Securities at a rate exceeding Rate shall not increase beyond 0.50% per annumannum during any 90-day period in the case of concurrent Registration Defaults during any such period. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows provided in this Section 6 if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) an If by March 6, 2015, either the Exchange Offer Registration Statement or any Shelf Registration Statement required to be filed pursuant to Section 2 of this Agreement has not been filed within 120 days of with the Issue DateCommission; (ii) an If by July 4, 2015, either the Registered Exchange Offer has not been consummated or, if any Shelf Registration Statement is required to be filed pursuant to Section 2 of this Agreement, such Shelf Registration Statement has not been declared effective within 180 days of by the Issue Date;Commission; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date; (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (bSection 6(c)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, that no Registration Default shall be deemed to have occurred under this Section 6(a)(iii) if such Exchange Offer Registration Statement or (3) Shelf Registration Statement, as the case may be, is succeeded immediately by a post-effective amendment to such Registration Statement that is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become immediately declared effective, then . (b) Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to to, but excluding excluding, the date on which all such Registration Defaults have been cured, . Additional Interest to each Holder of Initial Securities with respect to the first 90-day period immediately following the occurrence of the first Registration Default shall accrue at a rate per annum of 0.25% per annum, plus %. The rate of the Additional Interest will increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in until all Registration Defaults have been cured (after which a Registration Default has continued for more than 90 daystime Additional Interest will no longer accrue), up to a maximum rate amount of 0.50Additional Interest for all Registration Defaults of 1.0% per annum. In Other than as described in this Section 6(b), the Company shall have no event will Additional Interest accrue on the Initial Securities at other liability for monetary damages with respect to a rate exceeding 0.50% per annumRegistration Default. (bc) A Registration Default referred to in Section 7(a)(iv6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (cd) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (In the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if (each such event in clauses ----------------------------------------------- that (i) through (iv) below a “Registration Default”): (i) an the Exchange Offer Registration Statement has not been filed within 120 days of with the Issue Date; Commission on or prior to the 45th day following the date hereof; (ii) an the Exchange Offer Registration Statement has not been declared effective within 180 days of prior to the Issue Date; 180th day following the date hereof; (iii) neither either the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement not been consummated or the Shelf Registration Statement becomes has not been declared effective on or prior to the 210th day following the date hereof; or (Aiv) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities Notes or New Notes in accordance with and during the periods specified herein in Section 3(b) hereof (because either (1A) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2B) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder) without, in the case of (A) or (3) such B), being succeeded promptly by an amendment or supplement to the Registration Statement is or related prospectus or additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv) a Shelf "Registration Statement that has expired before a replacement Shelf Registration Statement has become effectiveDefault"), then interest ("Additional Interest shall Interest") will accrue on the Initial Securities over Transfer Restricted Notes and above the New Notes (in addition to the stated interest set forth in on the title of Transfer Restricted Notes and the Securities New Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash semiannually in arrears on the regular interest payment dates with respect February 15 and August 15 of each year, beginning on February 15 or August 15 immediately succeeding a Registration Default, at a rate per annum equal to 0.50% on the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount Accreted Value of the Initial Securities, multiplied Transfer Restricted Notes and the New Notes (determined daily) during the 90-day period immediately following the occurrence of any Registration Default increasing by a fraction, rate per annum equal to 0.50% on the numerator Accreted Value of which is the Transfer Restricted Notes and the New Notes (determined daily) at the end of each subsequent 90-day period. In no event shall such rate per annum exceed 1.50% on the Accreted Value of the Transfer Restricted Notes and the New Notes (determined daily) in the aggregate regardless of the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360Registration Defaults.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer the Initial Shelf Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the Filing Deadline; (ii) an Exchange Offer the Initial Shelf Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue Commission on or prior to the Effectiveness Deadline Date; (iii) neither the Registered Exchange Offer is consummated, nor, if Company has failed to perform its obligations set forth in Section 1(d) within the time period required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date;therein; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Registrable Securities during the periods specified herein because either and, unless the Company has declared a Deferred Period to be in effect, the Company does not cure such events with respect to the Shelf Registration Statement within five (15) Business Days by a post-effective amendment, an additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the Exchange Act or, if applicable, the Company does not terminate any Deferral Period within the time required by Section 2(h). Each of the foregoing will constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Commission. Additional Interest shall accrue on the Initial Registrable Securities over and above the interest set forth in the title of the Registrable Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any period in which (the "ADDITIONAL INTEREST RATE") of the aggregate principal amount of the Notes that are Registrable Securities. In the case of Notes that have been converted into or exchanged for Underlying Common Stock, Additional Interest shall accrue at a Registration Default has continued for more than 90 days, up per annum rate equal to a maximum rate of 0.50% per annumof the Applicable Conversion Price of such shares of Underlying Common Stock that are Registrable Securities. In no event will the case of Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred accruing solely as a result of a Registration Default of the type described in Section 5(a)(iii), such Additional Interest shall be paid only to the Holders that have delivered Notice and Questionnaires that caused the Company to incur the obligations set forth in Section 1(d) the non-performance of which is the basis of such Registration Default. Any Additional Interest accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the interest payment date with respect to the Notes under the Indenture, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Additional Interest shall accrue as to any Registrable Security from and after the earlier of (x) the filing date such security is no longer a Registrable Security and (y) the expiration of the Effectiveness Period. The rate of accrual of the Additional Interest with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. Following the cure of all Registration Defaults requiring the payment by the Company of Additional Interest to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). The Trustee shall be entitled, on behalf of Holders of Notes or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. All of the Company's obligations set forth in this Section 5 that are outstanding with respect to any Registrable Security at the time such security ceases to be a post-effective amendment Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full. The parties hereto agree that the additional interest provided for in this Section 5 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be filed or declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case available for effecting resales of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable Registrable Securities in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedprovisions hereof. (cb) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Registrable Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Registrable Securities or the Applicable Conversion Price of the Registrable Securities, as applicable, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. The Registrable Securities entitled to payment of Additional Interest shall be determined as of the Business Day immediately preceding the next regular interest payment date with respect to the Registrable Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”):": (i) an If by June 20, 2001, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) If by October 29, 2001, neither the Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any period in which a (regardless of the number of Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumDefaults). (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xof(x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.5% per annum. In no event will The Company shall not be required to pay Additional Interest accrue on the Initial Securities for more than one Registration Default at a rate exceeding 0.50% per annumany given time. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or, if required to be kept effective after consummation of the Exchange Offer, the Exchange Offer Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xi) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (yii) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) prospectus; provided, however, that in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ii), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or to otherwise cause such Registration Statement and related prospectus to again be usable except to the extent that suspension is permissible pursuant to Section 3(b)(vi); provided, howeverfurthermore, that in any case if such Registration Default occurs for a continuous period in excess of 90 60 days (whether or not consecutive) during any 365-day in excess of 45 days following the maximum allowable period for suspension pursuant to Section 3(b)(vi)), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the “Additional Interest Rate”) for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.0% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional InterestADDITIONAL INTEREST”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration DefaultREGISTRATION DEFAULT”): (i) an Exchange Offer the Shelf Registration Statement has not been filed within 120 days with the Commission by the 120th day after the first date of initial issuance of the Issue DateInitial Securities; (ii) an Exchange Offer the Shelf Registration Statement has not been declared effective within 180 days by the Commission by the 210th day after the first date of original issue of the Issue Date;Initial Securities; or (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such the Shelf Registration Statement thereafter ceases to be or is not effective; effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectusProspectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing shall constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of per annum equal to, (i) 0.25% per annum, plus an additional of the principal amount following such Registration Default and (ii) 0.25% per annum of the principal amount (in addition to the Additional Interest provided for in the preceding clause (i)) from and during any period in which a after the 91st day following such Registration Default has continued for more than 90 days(collectively, up to a maximum rate of 0.50% per annumthe “ADDITIONAL INTEREST RATE”). In no event will Additional Interest accrue on the Initial Securities at a rate exceeding an aggregate of 0.50% per annumannum as a result of any combination of one or more registration defaults. No Additional Interest shall accrue on any shares of Common Stock into which the Initial Securities have been converted. (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders Selling Securityholders to use the related prospectus or Prospectus, (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus and (z) otherwise as a result of events specified in Section 2(b)(ii) through Section 2(b)(vii) and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or (z), if applicable, the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a period (i) more than forty-five (45) days in excess of 90 the aggregate in any 90-day period; or (ii) more than hundred twenty (120) days (whether or not consecutive) in the aggregate during any 36512-day period month period, Additional Interest shall be payable in accordance with the Section 5(a) above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will shall be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) Any amounts of Additional Interest due pursuant to Section 5(a) hereof shall be payable in cash on the regular interest payment dates with respect to the Initial Securities to the Holders of Initial Securities that are Transfer Restricted Securities. All obligations of the Company set forth in this Section 5 that are outstanding with respect to any Initial Security that is a Transfer Restricted Security at the time such Initial Security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Security that is a Transfer Restricted Security shall have been satisfied in full.

Additional Interest Under Certain Circumstances. (aA) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if (each such event in clauses (i) through (iv) below a “Registration Default”): (i) an Exchange Offer Registration Statement has not been filed within 120 days of consummated on or prior to the Issue Date;Registration Deadline and (B) the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the Registration Deadline; or (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of required by this Agreement has been declared effective by the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective Commission but (A) such Shelf Registration Statement thereafter ceases to be or effective at any time that the Company is not effective; obligated hereby to maintain the effectiveness thereof or (B) such Shelf Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will (the "Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 7(a)(iv) hereof Rate"), which Additional Interest Rate shall be deemed not to have occurred and ------------------------ the same regardless of whether one or more such Registration Defaults shall be continuing in relation to a Shelf simultaneously. Following the cure of all Registration Statement or Defaults, the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount accrual of Additional Interest will be determined by multiplying cease and the applicable Additional Interest interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and Securities will be reduced to the denominator of which is 360interest rate it would have been had no such Registration Default occurred.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Company or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "ADDITIONAL INTEREST RATE") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate Additional Interest Rate of 0.502.0% per annum. In no event will Following the cure of all Registration Defaults, the accrual of Additional Interest accrue will cease and the interest rate on the Initial Securities at a will be reduced to the interest rate exceeding 0.50% per annumin effect prior to the occurrence of such Registration Default. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period in excess of 90 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.related

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) an Exchange Offer the Shelf Registration Statement has not been filed within 120 days with the Commission by the 120th day after the first date of original issuance of the Issue DateInitial Securities; (ii) an Exchange Offer the Shelf Registration Statement has not been declared effective within 180 days by the Commission by the 180th day after the first date of original issue of the Issue DateInitial Securities; (iii) neither the Registered Exchange Offer is consummated, nor, if required Company fails with respect to a Holder that supplies properly executed and completed Notice and Questionnaire described in lieu thereof, has Paragraph 2(m) to amend or supplement the Registration Statement in the manner set forth in 2(m); provided that such assessment shall be paid only to such Holder and directly to such Holder; or (iv) the Shelf Registration Statement become is declared effective, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement or the and such Shelf Registration Statement becomes effective (A) such Registration Statement thereafter ceases to be effective or is not effective; or (B) such Registration Statement or the related prospectus ceases fails to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Initial Securities and the Transfer Restricted issuable upon the conversion of the Initial Securities in accordance with and during the periods specified herein because either in this Agreement and (1A) the Company does not cure the Shelf Registration Statement within fifteen business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (B) if applicable, the Company does not terminate the suspension period described above by the 45th or 90th day, as the case may be. Each of the foregoing will constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a the rate of 0.25% per annum, plus an additional 0.25% per annum from for the first 90 days after the occurrence of the registration default and during any period in which a Registration Default has continued for more than 90 days, up to a maximum at the rate of 0.50% per annumannum thereafter. (the “Additional Interest Rate”) (or an equivalent amount of any Common Stock issued upon conversion of the Initial Securities). In the case of a Registration Default described in clause (iii) the Company’s obligation to pay additional interest extends only to the affected Initial Securities. The Company shall have no event will Additional Interest accrue on other liabilities for monetary damages with respect to its registration obligations. With respect to each Holder, the Company’s obligations to pay additional interest remain in effect only so long as the Initial Securities at a rate exceeding 0.50% per annumand the Common Stock issuable upon the conversion of the Initial Securities held by the Holder are Transfer Restricted Securities within the meaning of this Agreement. (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities OCEANs and the Underlying Shares, as the case may be, shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"): (i) an Exchange Offer If the Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the Filing Deadline; (ii) an Exchange Offer If the Registration Statement has not been declared effective within 180 days of by the Issue DateCommission by the Effectiveness Deadline; (iii) neither If the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effectivehas been declared effective by the Commission, within 225 days of the Issue Date; (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) but such Registration Statement or the related prospectus Prospectus thereafter ceases to be effective or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either Shelf Registration Period and (1A) if applicable, the Company does not terminate the Deferral Period described in Section 2(b) above by the 45th day or the 90th day, as the case may be or (B) in all other cases, the Company does not have the Registration Statement and related Prospectus effective and usable within five business days after it ceased to be effective or usable by a post-effective amendment or a report filed pursuant to the Exchange Act . Each of the foregoing will constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary, or is beyond the control of the Company or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the OCEANs or Underlying Shares that are Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, (A) at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any for the first 90-day period in which immediately following the occurrence of a Registration Default has continued for more than 90 days, up to and (B) at a maximum rate of 0.50% per annumannum thereafter (the "ADDITIONAL INTEREST RATE"). In Notwithstanding the foregoing, no event will Additional Interest shall accrue on or be payable as to any OCEANs or Underlying Shares from and after the Initial earlier of (x) the date such Securities at a rate exceeding 0.50% per annumare no longer Transfer Restricted Securities and (y) the expiration of the Shelf Registration Period. (b) A Registration Default referred to in Section 7(a)(iv5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf the Registration Statement to incorporate annual audited financial information with respect to the Company or to add NoticeHolders as selling securityholders where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus Prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf the Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf the Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case case, if such Registration Default occurs for a continuous period in excess of 90 30 days (whether or not consecutive) during any 365-day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs (without regard to operation of this Section 5(b)) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 7(a) above will be payable with respect to the OCEANs or the Underlying Shares in cash on the regular interest payment dates with respect to the Initial SecuritiesOCEANs (or, if no OCEANs exist, the date upon which interest would have been payable). The amount of Additional Interest per annum will be determined by multiplying the applicable Additional Interest rate Rate by the accreted principal amount of the Initial SecuritiesOCEANs as at the Interest Payment Date immediately preceding the date of such Registration Default or, for each Underlying Share, an amount equal to the conversion price then in effect, as applicable, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) Notwithstanding but without prejudice to the foregoing, except as provided for in this Registration Rights Agreement, no monetary damages shall be assessed against the Company by reason of any Registration Default, it being understood that the Additional Interest as provided in Section 5 is intended to serve as full and complete monetary compensation to the Holders in such circumstances.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Transfer Restricted ------------------- Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”):"): --------------------- (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) such Registration Statement involuntary or is beyond the control of the Issuers or pursuant to operation of law or as a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then result of any action or inaction by the Issuers. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day ------------------------ period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault, regardless of the number of such Registration Defaults. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.00% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a -------- ------- continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"): (i) an If by May 2, 1999, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed within 120 days of with the Issue DateCommission; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) If by August 30, 1999, neither the Registered Exchange Offer is consummated, consummated nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of is declared effective by the Issue Date;Commission; or (iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes is declared effective (A) such Registration Statement thereafter ceases to be or is not effective; effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities and the Private Exchange Notes over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.250.50% per annum from and during any (the "Additional Interest Rate") for the first 90-day period in which a immediately following the occurrence of such Registration Default has continued for more than 90 daysDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50Rate of 2.00% per annum. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) either there has occurred a business development or event and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or ), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), ) or (iii) or (iv) of Section 7(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesSecurities or Private Exchange Notes, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), ) and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”): (i) an if any such Registration Statement is not declared effective by the Commission on or prior to the Exchange Offer Registration Statement has not been filed within 120 days of Effectiveness Target Date or the Issue Shelf Effectiveness Target Date, as applicable; (ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date; (iii) neither if the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not consummated by the Shelf Registration Statement become effective, within 225 days of 30th day after the Issue Exchange Offer Effectiveness Target Date;; and (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, as the case may be, is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Issuer or pursuant to operation of law or as a result of any action or inaction by the Commission. The Issuer shall promptly give written notice to the Trustee following the occurrence of a Registration Default. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (x) the date on which all such Registration Defaults have been curedcured and (y) the date which is two years from the Issue Date, at a rate of 0.25% per annum, plus annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum from and during any with respect to each subsequent 90-day period in which a until all Registration Default has continued for more than 90 daysDefaults have been cured, up to a maximum rate Additional Interest Rate of 0.501.0% per annum. In no event will shall the Issuer be obligated to pay Additional Interest accrue on under more than one of the Initial clauses in this Section 6(a) at any one time and, in the case of a Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities at a rate exceeding 0.50% per annumso requested to be registered pursuant to Section 2 hereof. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events, events with respect to the Company Issuer that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Issuer does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y) either there has occurred a business development or event and ), the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company Issuer is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause (i)(x), such Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in clause (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in excess any three-month period or more than an aggregate of 90 days (whether or not consecutive) during in any 36512-day period month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"): (i) an Exchange Offer any Registration Statement has required by this Agreement is not been filed within 120 days of with the Issue DateCommission on or prior to the applicable Filing Deadline; (ii) an Exchange Offer any Registration Statement has required by this Agreement is not been declared effective within 180 days of by the Issue DateCommission on or prior to the applicable Effectiveness Deadline; (iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has not been consummated on or prior to the Shelf Registration Statement become effective, within 225 days of the Issue Date;Consummation Deadline; or (iv) after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement becomes effective Commission but (A) such Registration Statement thereafter ceases to be or is not effective; , without being succeeded within 90 days by an additional Registration Statement filed and declared effective or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) for a period of more than 90 days in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional annum (the "Additional Interest Rate") during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum from and during any period at the end of each subsequent 90-day period, but in which a Registration Default has continued for more than 90 days, up to a maximum rate of no event shall the Additional Interest Rate exceed 0.50% per annum. In no event will Notwithstanding anything to the contrary in this Section, the Company and the Guarantor shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 3(o). Following the cure of all Registration Defaults, the accrual of Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annumshall cease. (b) A Registration Default referred to in Section 7(a)(iv6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantor where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company and the Guarantor that would need to be described in such Shelf Registration Statement or the related prospectus (which could include description in a report filed under the Exchange Act and incorporated by reference in such Shelf Registration Statement) and (ii) in the case of clause (y) either there has occurred a business development or event ), the Company and the Company determines in its reasonable judgment that disclosure of such development or event is not in the best interest of the Company or the Company Guarantor is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and and/or related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 90 days (whether or not consecutive) during any 365-day period days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 6(a) or (iv) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities in the same manner and to the same persons as regular interest payments. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.