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 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; 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 effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if If an Exchange Offer Registration Statement is required to be filed and it does not become effective by the Effectiveness Deadline; (ii) If the Registered Exchange Offer is not consummated on or prior to within 60 days of the Consummation Deadline; (ii) if obligated to file effectiveness of the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesStatement; (iii) if obligated to file a Shelf Registration Statement and the If an effective Shelf Registration Statement is not declared effective by required to be filed with the Commission on or prior to but does not become effective within 30 days following the 180th day after event which required the obligation to file a filing of such Shelf Registration Statement arisesStatement; or (iv) if If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on set forth in the title of such 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 curedcured or the Initial Securities cease to be Transfer Restricted Securities, whichever is earlier, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default (the “Initial Period”), and such rate will increase by 0.25% per annum on the 91st day following the occurrence of such Registration Default (it being understood and agreed that the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent rate during the Initial Period shall be 0.25% per annum and the maximum Additional Interest rate thereafter shall be 0.50% per annum. The Company will not , in each case, regardless of the number of Registration Defaults that shall have occurred and be required to pay Additional Interest for more than one Registration Default at any given timecontinuing). (b) A Registration Default referred to in Section 6(a)(iv)(B7(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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) the occurrence of other material events or developments with respect to the Company that would need be required to be described disclosed in such Shelf Registration Statement or the related prospectus, and the disclosure of which in such Shelf Registration Statement or the related prospectus would in the good faith determination of the Company (1) interfere with or affect the negotiation or completion of a transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) and (2) involve initial or continuing disclosure obligations that are not in the best interest of the Company or its stockholders at such time and (ii) in the case of clause (y), 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 45 days30 days or more than an aggregate of 90 days in any 12-month period, Additional Interest shall be payable in accordance with Section 6(a) 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 Transfer Restricted 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 Transfer Restricted Offered 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) if the Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline; (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline; (iii) the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted SecuritiesSecurities during the 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 case during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities affected by a Registration Default over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase Default, to be increased by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 0.50% per annum. The In no event shall the Company will not be required obligated to pay Additional Interest for more than one Registration Default under this Section 6(a) at any given one time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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”) with respect to the 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) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effectiveeffective 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 usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 effective, causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsdispositions 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 Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted 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 comprising 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 Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 210th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 300th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement 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; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arises; or (ivv) 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the 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) if the Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline; (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline; (iii) the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted SecuritiesSecurities during the 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 case during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities affected by a Registration Default over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase Default, to be increased by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 0.50% per annum. The In no event shall the Company will not be required obligated to pay Additional Interest for more than one Registration Default with respect to any Transfer Restricted Securities under this Section 6(a) at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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”") with respect to the Transfer Restricted 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline60th day after the first date of original issuance of the Notes, the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 120th day after such filing obligation arises;the first date of original issuance of the Notes, the Shelf Registration Statement has not been declared effective by the Commission; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such the Shelf Registration Statement thereafter ceases to be effective, ; or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) 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 (a)(i), (a)(ii) or (a)(iii) of this Section 5 will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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 Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below a “Registration Default”): (i) if If on or prior to the 365th day after the Issue Date, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if 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 effective, effective (and such Registration Statement is required to remain effective under this Agreement); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted principal amount of the Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will Notwithstanding the foregoing, a Holder of Securities that has not provided the information described in Section 3(n) shall not be required entitled to pay Additional Interest for more than one with respect to an event described in the foregoing clause (i), (ii) or (iii) of this Section 6(a) that pertains to the applicable Shelf Registration Default at any given timeStatement. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 daysdays (or if a Delay Period (as contemplated in Section 2(e) hereof) exceeds 60 days in any three-month period or 90 days in any 12-month period), Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses (i) through (ivv) below a “Registration Default”below, an "Additional Interest Event"): (i) if If all Transfer Restricted Securities properly tendered to the Company have not been exchanged for New Securities on or prior to the 270th day following the date of the original issuance of the Securities; or (ii) If the Shelf Registration Statement has not been declared effective on or prior to the 270th day following the date of the original issuance of the Securities; or (iii) If, after the Exchange Offer Registration Statement is declared effective, such Exchange Offer Registration Statement thereafter ceases to be effective or usable at any time during the required period specified within this Agreement; or (iv) Whether or not the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the consummated, any required Shelf Registration Statement is not filed as promptly as practicable, and in any event within 50 days, following the Company fails to file the Shelf Registration Statement with the Commission on or prior Trigger Event giving rise to the 90th day after such filing obligation arises; (iii) if obligated requirement to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesin accordance with this Agreement; or (ivv) if If, after either the Exchange Offer Registration Statement or the any Shelf Registration Statement is declared (or becomes automatically) effective effective, (A) such Shelf Registration Statement thereafter ceases to be effective, effective during the Shelf Registration Period; or (B) such Shelf Registration Statement or the related prospectus Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the Shelf Registration Period (except as permitted in paragraph (b) belowof this Section 7) in connection with resales of Transfer Restricted Securities, in because either case during the periods specified herein for any reason, including, but not limited to the following: (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 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 Statement, or supplement the related prospectusProspectus, 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities at a rate otherwise payable on such Securities of 0.50% per annum from and including the date on which any such Registration Default Additional Interest Event shall occur to to, but excluding excluding, the date on which all such Registration Defaults Additional Interest Events have been curedcured or, at a rate of 0.25 percent per annum for if earlier, the date on which the Securities may first 90 day period immediately following the occurrence of such Registration Default (the “be resold in reliance on Rule 144(k). Such Additional Interest Rate”shall be payable in accordance with Section 7(c). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for In the event that more than one Registration Default of the aforementioned Additional Interest Event occurs at any given the same time, the maximum increase in the interest rate applicable to the Securities shall be 0.50% per annum. (b) A Registration Default An Additional Interest Event referred to in Section 6(a)(iv)(B7(a)(v) hereof shall be is 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 that Additional Interest Event 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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities lawsCompany, where when 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 or developments with respect to the Company or its Affiliates that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus Prospectus to describe those events or, in the case of material developments that the Company determines in good faith must remain confidential for business reasons, the Company is proceeding promptly and in good faith to take such events; providedsteps as are necessary so that those developments need no longer remain confidential, however, that but in any case case, if such Registration Default occurs any Additional Interest Event (including any referred to in clause (x) or (y), above) continues for a continuous period in excess of 45 days, Additional Interest shall will be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs following the last day of that 45-day period until such Registration Default the date on which that Additional Interest Event is curedcured or, if earlier, the date on which the Securities may first be resold in reliance on Rule 144(k). (c) Any amounts of Additional Interest due payable will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities, in the same manner as the manner in which regular interest is payable. The amount of Additional Interest for any period will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days that Additional Interest rate was applicable during that 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 Transfer Restricted 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) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 90th day after the first date of original issuance of the Notes; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to by the 180th 150th day after the obligation to file a Shelf Registration Statement arisesfirst date of original issuance of the Notes; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective but (A) such the Shelf Registration Statement thereafter ceases to be effective, ; or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: 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, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(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 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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 90 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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. 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 Transfer Restricted 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) if If by May 2, 2013, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by July 1, 2013, the Exchange Offer Registration Statement has not been declared effective; (iii) If by August 30, 2013, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file required in lieu thereof, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation ariseshas become effective; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if 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) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption effective, in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseach case following July 1, 2013. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum, plus an additional 0.25% per annum for the first 90 day from and during any period immediately following the occurrence of such in which a Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedhas continued for more than 90 days, up to a maximum Additional Interest Rate rate of 0.50 percent 0.50% per annum. The Company In no event will not be required to pay Additional Interest for more than one Registration Default accrue on the Initial Securities at any given timea rate exceeding 0.50% per annum. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, 90 days (whether or not consecutive) during any 365 day period Additional Interest shall be payable in accordance with Section 6(a) 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 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i‎(i) through (iv‎(iv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; 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 effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (bSection ‎6(b) belowhereof) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B‎6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a‎6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the 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) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) if after the Exchange Offer Registration Statement becomes effective, the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted 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.

Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the “Additional Interest”) with respect to the 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) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesFiling Deadline or Shelf Filing Deadline, as applicable; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer Registration Statement or the any Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Shelf Registration Statement thereafter ceases to be effective, effective or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, . 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 causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the 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.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “"Registration Default”):": (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the an Exchange Offer Registration Statement or a Shelf Registration Statement with the Commission on or prior to the 90th 210th day after such filing obligation arisesthe Issue Date; (ii) the Exchange Offer Registration Statement is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iii) if obligated to file a Shelf Registration Statement and pursuant to Section 2(ii), (iii), or (iv), the Company fails to file the Shelf Registration Registrations Statement is not declared effective by with the Commission on or prior to the 180th 30th day (the "Shelf Filing Date") after the date on which the obligation to file a Shelf Registration Statement arises; or; (iv) if obligated to file a Shelf Registration Statement pursuant to Section 2(ii), (iii) or (iv), the Shelf Registration Statement is not declared effective on or prior to the 60th or 90th day, as the case may be, after the Shelf Filing Date; or (v) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, the Registration Default referred to in this Section 6(a)(v) such Registration Statement shall be deemed not to have occurred and to be continuing, and Additional Interest shall not accrue, during any period the Company is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement permitted to make registered dispositionssuspend offerings and sales pursuant to Section 3(j). Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities (except with respect to (iii) below, which such Additional Interest shall only apply to the Securities held by the affected Holder(s)) 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) if the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline150th day after the Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th 220th day after such filing obligation arisesthe Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been declared effective by the Commission; (iii) if obligated The Company fails with respect to file a Shelf Registration Statement Holder of Notes that supplies the Notice and Questionnaire described in Section 1(d) above to amend or supplement the Shelf Registration Statement is not declared effective by in the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; ormanner set forth in Section 1(d) above; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein and the Company fails to cure the Shelf Registration Statement within fifteen (15) business days by filing a post-effective amendment or report pursuant to the Exchange Act; (vi) If on or prior to the 120th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been filed with the Commission; or (vii) If on or prior to the 180th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been declared effective by the Commission. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes and Conversion Shares that are Transfer Restricted Securities Shares over and above the interest rate otherwise payable on such 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 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B8(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 8(a) above will be payable in cash to the "RECORD HOLDER" (as defined in Section 8(d) below) on the regular interest payment dates "DAMAGES PAYMENT DATES" (as defined in Section 8(d) below) with respect to the Transfer Restricted SecuritiesNotes and the Conversion Shares. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by (x) in the case of the Notes, the "APPLICABLE PRINCIPAL AMOUNT" (as defined in Section 8(d) below) or (y) in the case of the Conversion Shares, the "APPLICABLE CONVERSION PRICE" (as defined in Section 8(d) below) and then (2) multiplying the product of the calculation set forth in (c)(1) above by a fraction, the numerator of which is the number of days such Additional Interest Rate was applied 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) The following terms shall have the following meaning(s):

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if the Registered If an Exchange Offer Registration Statement is not consummated filed with the Commission on or prior to the Consummation Deadline90th day after the Issue Date; (ii) If an Exchange Offer Registration Statement or, if required pursuant to Section 2 above, a Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the Issue Date; (iii) If the Registered Exchange Offer has not been consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iv) If obligated to file the Shelf Registration Statement and pursuant to pursuant to Section 2 above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 30th day after such filing obligation arises; the date (iiithe “Shelf Filing Date”) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after which the obligation to file a Shelf Registration Statement arises; (v) If obligated to file a Shelf Registration Statement pursuant to Section 2 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or (ivvi) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 . The rate of 0.25 percent the Additional Interest will be 0.50% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.50% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.50% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 9.125%. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 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) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) if after the Exchange Offer Registration Statement becomes effective, the Registered Exchange Offer is not consummated on or prior to the applicable Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no way be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted 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.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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 If, by the Registered Consummation Deadline (as such deadline may be extended with respect to the Shelf Registration Statement pursuant to Section 2(a)) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is not consummated on or prior to declared effective by the Consummation DeadlineCommission; (ii) if obligated to file If the Shelf Registration Statement Company and the Company fails Guarantors fail to file consummate the Shelf Registration Statement Exchange Offer within 30 business days of the Consummation Deadline with the Commission on or prior respect to the 90th day after such filing obligation arises;Exchange Offer Registration Statement; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Initial Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The ; provided that the Company will not and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by and the Company pursuant to applicable securities laws, Guarantors 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 or developments events, with respect to the Company and 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), the Company is and the Guarantors 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 The Company shall pay additional interest (the “Additional Interest”) with respect to the Transfer Restricted Holders of New Notes that are Registrable 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Resale Shelf Registration Statement is not filed with the Commission within 90 days after the Plan Effective Date; (ii) the Resale Shelf Registration Statement has not been declared effective by the Commission on or prior to the 180th day within 180 days after the obligation to file a Shelf Registration Statement arisesPlan Effective Date; or (iviii) if after either the Exchange Offer Registration Statement or the Resale Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) such the Resale Shelf Registration Statement thereafter ceases to be effective, effective or (B) such the Resale Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: Registrable Securities because (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Resale 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, (2) it shall be necessary to amend such Resale Shelf Registration Statement or supplement the related prospectusProspectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) such Registration Statement is a Resale Shelf Registration Statement that has expired before a replacement Resale Shelf Registration Statement has become effective causing an interruption effective; or (iv) the aggregate duration of the Suspension Period in any period exceeds the ability number of days permitted in respect of such period pursuant to Section 1(d) hereof. 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. The Company shall pay Additional Interest to the Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted New Notes that are Registrable Securities over and above the interest rate otherwise payable on such Securities set forth in the title of the 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. Additional Interest will be paid in PIK Notes or cash, as provided in Section 5(c) below, and will accrue at a rate of 0.25 percent per annum for 0.1% (one tenth of one percent) of the first 90 day period immediately following the occurrence principal amount of such Registration Default New Notes per month (the “Additional Interest Rate”). The Notwithstanding the foregoing or anything below in this Section 5, and except in the event of a Registration Default referred to in Section 5(a)(i), upon the occurrence of which Additional Interest Rate shall increase by an additional 0.25 percent per annum be accrued with respect to each subsequent 90-day period until all Registration Defaults have been curedHolders of the New Notes that are Registrable Securities, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will shall not be required accrue with respect to pay Additional Interest for more than one any Holder that (i) is not an Electing Holder and (ii) is not named as a selling securityholder in the Resale Shelf Registration Default at any given timeStatement. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Resale 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 Resale Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments with respect to the Company that would need to be described in such Resale Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Resale Shelf Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 5(a) will be payable semiannually in cash arrears on the regular interest payment dates for the New Notes set forth in the Indenture (each, an “Interest Payment Date”) to Holders of record of the applicable New Notes on the applicable dates of record set forth in the Indenture. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the principal amount of the applicable New Notes, further multiplied by the number of 30-day periods such Additional Interest was applicable, with respect each fractional 30-day period rounded up to a whole period. Additional Interest shall be payable in PIK Notes during the PIK Period and in cash thereafter. If a Holder converts its New 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. For the avoidance of doubt, the Company’s obligation to pay Additional Interest pursuant to this Section 5 shall be suspended to the Transfer Restricted Securitiesextent and during the periods that the Registrable Securities are eligible to be transferred without registration under Rule 144 under the Securities Act without any volume or manner of sale requirements. (d) The parties agree that the Additional Interest as set forth in this Section 5 shall be the exclusive monetary remedy available to the Holders of New Notes for such Registration Defaults. For the avoidance of doubt, in no event shall the Company be required to pay Additional Interest in excess of 1.2% (one point two percent) per annum in the aggregate, regardless of whether one or multiple Registration Defaults exist.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities and the 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) if the Registered Exchange Offer is not consummated on or prior to before the Consummation DeadlineTarget Date; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and pursuant to clause (ii), (iii) or (iv) of Section 2 above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 120th day after the date on which the obligation to file a Shelf Registration Statement arises; or (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 and during the period when such Exchange Offer Registration Statement or Shelf Registration Statement is required to be kept effective, (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in Securities because either case during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities and the Exchange Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) through (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 and the Exchange 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 Transfer Restricted 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 If on or prior to the 270th day after the Issue Date, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If on or prior to the 365th day after the Issue Date, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if 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 effective, effective (and such Registration Statement is required to remain effective under this Agreement); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted principal amount of the Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will Notwithstanding the foregoing, a Holder of Securities that has not provided the information described in Section 3(n) shall not be required entitled to pay Additional Interest for more than one with respect to an event described in the foregoing clause (i), (ii) or (iii) of this Section 6(a) that pertains to the applicable Shelf Registration Default at any given timeStatement. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 daysdays (or if a Delay Period (as contemplated in Section 2(e) hereof) exceeds 60 days in any three-month period or 90 days in any 12-month period), Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 that are Transfer Restricted 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 The Company and the Registered Exchange Offer is not consummated Guarantors fail to file any Registration Statement required to be filed with the Commission pursuant to Section 1 hereof on or prior to the Consummation Deadlineapplicable filing deadline; (ii) The Registered Exchange Offer, if obligated to file the required, is not consummated or a Shelf Registration Statement and the Company fails is required to file the Shelf Registration Statement be filed with the Commission pursuant to Section 2 hereof, but does not become effective on or prior to the 90th day after such filing obligation arises;following any of the events described in clauses (i), (ii), (iii) or (iv) of Section 2; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest rate otherwise payable on set forth in the title of such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent after such 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one 0.50%, until such Registration Default at any given timehas been cured. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), the Company or the 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 45 90 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from and after the 90th day after such Registration Default initially occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities that are 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 Securities that are 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”) with respect to the Transfer Restricted 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 If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline240th day after the Issue Date; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated If obliged to file a Shelf Registration Statement and Statement, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 360th day after the obligation to file a Shelf Registration Statement arisesIssue Date; or (iviii) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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, (i) so long as the Company is subject to, and complies with, the periodic reporting requirements of the Exchange Act, subject to Rule 12b-25 of the Exchange Act, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum and (ii) otherwise, at a rate of 0.50% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. The Company will not be required to pay any Additional Interest for more than one during any Shelf Suspension Period and after the Company cures such Registration Default at any given timeDefault. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) If by September 13, 2017 (or, if such date is not a business day, the Registered first business day thereafter), neither the Exchange Offer is not consummated on or prior to Registration Statement nor a Shelf Registration Statement has been filed with the Consummation DeadlineCommission; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file If a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 180th day after applicable date specified in Section 2(a) above if the obligation Company is required to file a Shelf Registration Statement arisespursuant to the terms of Section 2(a) above; or (iii) If by October 13, 2017 (or, if such date is not a business day, the first business day thereafter), neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission; or (iv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 the date on which all such Registration Defaults have been curedcured and the date when no Securities are Transfer Restricted Securities, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one shall be paid on regular interest payment dates and will be in addition to any other interest payable from time to time with respect to the Notes, the Exchange Securities or the Private Exchange Securities, as applicable. Additional Interest is the exclusive remedy to Holders in the event of any Registration Default at any given timeDefault. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 Interest (the “Additional Interest”) with respect to the Transfer Restricted 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 (a) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement (if required) has been filed with the Commission within the applicable time periods specified in Section 1 or Section 2 hereof or (b) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement (if required) has been declared effective by the Commission within the applicable time periods specified in Section 1 or Section 2 hereof; (ii) If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; date that is 315 days (iior if the 315th day is not a business day, the first business day thereafter) if obligated to file after the Shelf Registration Statement and Issue Date of the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesInitial Securities; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on be payable with respect to the Transfer Restricted principal amount of the Initial Securities over and above at a rate of 0.25% per annum for the interest rate otherwise payable on such Securities first 90 days from and including the date on which any such Registration Default occurs, and such Additional Interest rate shall occur increase by an additional 0.25% per annum thereafter; provided, however, that the Additional Interest rate on the Initial Securities shall not exceed at any time 0.5% per annum; and provided further that Additional Interest shall cease to but excluding accrue on and after the date on which all such Registration Defaults have been curedcured (which shall not, at a rate of 0.25 percent per annum for however, affect the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required Company’s obligations hereunder to pay Additional Interest for more than one Registration Default at any given timethat have accrued to such date and that remain unpaid). (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities and shall be payable 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 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. The Company agrees to provide the Trustee prompt written notice of the occurrence or cure of any Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”):: (i) if If by November 17, 2012, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if 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 effective, or (B) such Registration Statement or the related prospectus ceases to be effective or usable at any time during the Shelf Registration Period (except as permitted in paragraph (b)) below) and such failure to remain effective or usable continues for more than 30 days (whether or not consecutive), in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: Shelf Registration Period 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum of the principal of the Initial Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent but in no event shall such increase exceed 1.00% per annum. The Company Following the cure of all Registration Defaults relating to the particular Initial Securities, the interest rate borne by the relevant Initial Securities will not be required reduced to pay Additional Interest for more than one Registration Default at any given timethe original interest rate borne by such Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and or to be continuing in relation to a Shelf Registration Statement or the related prospectus if 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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and prospectus; and (ii) in the case of clause (y), 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 unless such Registration Default occurs event as a result of such circumstances continues for a continuous period of time in excess of 45 30 days, in which case (x) such event shall, as of the 31st day following the first occurrence of such event, be deemed to be a Registration Default, and (y) Additional Interest shall be payable in accordance with Section 6(a) from such 31st day until the day such Registration Default occurs until such Registration Default is curedtime set forth in Section 6(a). (c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default. (d) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted 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) if the Registered Exchange Offer Registration Statement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiA) if obligated to file a Shelf Registration Statement and the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a applicable Effectiveness Deadline or (B) any Shelf Registration Statement arisesrequired by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; (iv) any Shelf Registration Statement required by this Agreement is not filed with the Commission on prior to the applicable Filing Deadline; or (ivv) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsObligation Termination Time. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the "ADDITIONAL INTEREST RATE") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the 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.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 180th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 270th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement 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; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities Notes (except with respect to (iii) below, which such Additional Interest shall only apply to the Notes held by the affected Holder(s)) 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th day after such filing obligation arises; the Closing Date (iii) if obligated to file a Shelf Registration Statement and as defined in the Purchase Agreement), the Shelf Registration Statement is has not declared effective by been filed with the Commission Commission; (ii) If on or prior to the 180th day after the obligation to file a Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement arises; orhas not been declared effective by the Commission; (iii) The Company fails with respect to a Holder of Notes that supplies the Notice and Questionnaire described in Section 1(d) above to amend or supplement the Shelf Registration Statement in the manner set forth in Section 1(d) above; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Notes during the periods specified herein and the Company fails to cure the Shelf Registration Statement within fifteen (15) business days by filing a post-effective amendment or report pursuant to the Exchange Act; (vi) If on or prior to the 120th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been filed with the Commission; or (vii) If on or prior to the 180th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been declared effective by the Commission. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes that are Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the 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 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B8(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 8(a) above will be payable in cash to the "RECORD HOLDER" (as defined in Section 8(d) below) on the regular interest payment dates "DAMAGES PAYMENT DATES" (as defined in Section 8(d) below) with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by the "APPLICABLE PRINCIPAL AMOUNT" (as defined in Section 8(d) below) and then (2) multiplying the product of the calculation set forth in (c)(1) above by a fraction, the numerator of which is the number of days such Additional Interest Rate was applied 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) The following terms shall have the following meaning(s):

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 210th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 300th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement 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; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement Statement, if required, has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the 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, at a rate of 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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 the Registered Company and the Guarantors fail to file an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after the Issue Date of the Initial Securities; (ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date of the Initial Securities (the “Effectiveness Target Date”); (iii) if the Exchange Offer is not consummated on or prior within 45 days of the Effectiveness Target Date with respect to the Consummation DeadlineExchange Offer Registration Statement; (iiiv) if obligated to file the Shelf Registration Statement and the Company fails and the Guarantors fail to file the Shelf Registration Statement with the Commission on or prior to the 90th 60th day after such filing obligation arises; (iiiv) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 120th day after the obligation to file a Shelf Registration Statement arises; , or (ivvi) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 in an amount equal to US$0.05 per week per US$1,000 in principal amount of 0.25 percent per annum Transfer Restricted Securities held by such Holder 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 “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent US$0.05 per annum week per US$1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent US$0.25 per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timeweek per US$1,000 in principal amount of Transfer Restricted Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) — (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities.

Additional Interest Under Certain Circumstances. (a) Additional By way of liquidated damages, additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if the Registered If an Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by filed with the Commission on or prior to the 180th day after the obligation Issue Date; (ii) If an Exchange Offer Registration Statement or, if required pursuant to file Section 2(i) above, a Shelf Registration Statement ariseshas not been declared effective by the Commission (or become effective automatically) on or prior to the 210th day after the Issue Date; (iii) If the Registered Exchange Offer has not been consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective; (iv) If obligated to file the Shelf Registration Statement pursuant to pursuant to Section 2(ii)-(iv) above, the Shelf Registration Statement does not become, or is not declared, effective by the Commission on or prior to the 90th day after the date on which the Shelf Registration Statement is required to be filed; or (ivv) if 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 effective, effective and is not declared effective again within 30 days or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below) and does not become usable again within 30 days in connection with resales of Transfer Restricted Securities, in either case Securities (defined below) during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 . The rate of 0.25 percent the Additional Interest will be 0.25% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.0% per annumyear. The Company will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 10.25%. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments with respect to the Company have occurred that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), ) a majority of the Company is proceeding promptly and Company’s board of directors (the “Board”) has determined in good faith that the offer or sale of Securities thereunder would (A) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company for which the Board has authorized negotiations or (B) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsthe Company’s interests; provided, however, that in any case if one or more such Registration Default occurs Defaults occur for a continuous period aggregating in excess of 45 days90 days in any 12-month period, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below being herein called a “"Registration Default”"): (i) if the Registered Company fails to file an Exchange Offer Registration Statement or, if obligated to file a Shelf Registration Statement pursuant to Section 2(a)(x), a Shelf Registration Statement with the Commission on or prior to Xxxxx 00, 0000, (xx) if the Exchange Offer Registration Statement or, if obligated to file a Shelf Registration Statement pursuant to Section 2(a)(x), a Shelf Registration Statement is not declared effective by the Commission on or prior to the 90th day after the Filing Date, (iii) if the Exchange Offer is not consummated on or prior to before the Consummation Deadline;40th day after the Exchange Offer Registration Statement is declared effective, (iiiv) if obligated to file the Shelf Registration Statement and pursuant to Section 2(a)(y) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;the Trigger Date, (iiiv) if obligated to file a Shelf Registration Statement and pursuant to Section 2(a)(y) above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 90th day after the obligation to file a Shelf Registration Statement arises; Filing Date, or (ivvi) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(vi) 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-post- effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the 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.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) If by July 22, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by October 20, 2004, the Exchange Offer Registration Statement or, if obligated to file a Shelf Registration Statement pursuant to Section 2 of this Agreement, a Shelf Registration Statement is not declared effective by the Commission; (iii) If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline40th day after the Exchange Offer Registration Statement is declared effective; (iiiv) if If obligated to file the Shelf Registration Statement and Statement, the Company fails to file the Shelf Registration Statement with the Commission SEC on or prior to the 90th 45th day after such filing obligation arises; the date (iiithe “Shelf Filing Date”) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after which the obligation to file a Shelf Registration Statement arises; or; (ivv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.50% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted 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 If by March 8, 2013, the Registered Exchange Offer is Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission; (ii) if obligated to file the Shelf Registration Statement and If the Company fails to file the Shelf Registration Statement with the Commission on or prior to before the 90th day after date specified for such filing obligation arises;filing; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur (except in the case of clause (iii) above, in which case such accrual shall begin from and include the 61st consecutive day following such failure to remain effective or usable) to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to the first 90 days after the date of (or the 61st day following, in the case of clause (iii)) the Registration Default (which rate shall be increased by an additional 0.25% per annum at the beginning of each subsequent 90-day period period), in each case until all (1) the Exchange Offer is completed; (2) the Shelf Registration Defaults have been curedStatement is declared effective or is no longer required to be effective; or (3) the Registration Default no longer exists, up to a maximum as the case may be; provided, however, that at no time shall the amount of Additional Interest Rate of 0.50 percent accruing exceed in the aggregate 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default. (d) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities (except with respect to (iii) below, which such Additional Interest shall only apply to the Securities held by the affected Holder(s)) 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th day after such filing obligation arises; the First Closing Date (iii) if obligated to file a Shelf Registration Statement and as defined in the Purchase Agreement), the Shelf Registration Statement is has not declared effective by been filed with the Commission Commission; (ii) If on or prior to the 180th day after the obligation to file a First Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement arises; orhas not been declared effective by the Commission; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; or (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein and the Company fails to cure the Shelf Registration Statement within five (5) business days by filing a post-effective amendment or report pursuant to the Exchange Act. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes and Conversion Shares that are Transfer Restricted Securities Shares over and above the interest rate otherwise payable on such 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 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”"ADDITIONAL INTEREST RATE"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 5(a) above will be payable in cash to the "Record Holder" (as defined in Section 5(d) below) on the regular interest payment dates "Damages Payment Dates" (as defined in Section 5(d) below) with respect to the Transfer Restricted SecuritiesNotes and the Conversion Shares. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by (x) in the case of the Notes, the "Applicable Principal Amount" (as defined in Section 5(d) below) or (y) in the case of the Conversion Shares, the "Applicable Conversion Price" (as defined in Section 5(d) below) and then (2) multiplying the product of the calculation set forth in (c)(1) above by a fraction, the numerator of which is the number of days such Additional Interest Rate was applied 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) The following terms shall have the following meaning(s):

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the 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) if the Registered Company fails to file the Exchange Offer is not consummated Registration Statement on or prior to before the Consummation Exchange Offer Filing Deadline; (ii) if obligated to file the any Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement required hereunder is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesDeadline; (iii) the Issuers fail to consummate the Exchange Offer on or prior to the Consummation Deadline; 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the then outstanding Transfer Restricted Securities over and above the interest rate otherwise payable on such set forth in the title of the 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, at a rate of 0.25 percent $0.05 per annum for week per $1,000 principal amount of Transfer Restricted Securities with respect to the first 90 90-day period immediately following the occurrence of any Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum provided that Additional Interest Rate shall not accrue at a rate in excess of 0.50 percent $0.25 per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timeweek per $1,000 principal amount of Transfer Restricted Securities. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the 46th day following the occurrence of 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 6(a) above will be payable in cash on the regular interest payment dates with respect to the then outstanding Transfer Restricted Securities at the same time and in the same manner as interest. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease. Additional Interest shall only be payable in respect of one Registration Default at a time. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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. (ab) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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 the Registered Issuer is required to file an Exchange Offer Registration Statement and (x) the Exchange Offer Registration Statement is not declared effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not consummated on or prior to within 45 days after the Consummation DeadlineExchange Offer Registration Statement becomes effective; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated Issuer is required to file a Shelf Registration Statement and the such Shelf Registration Statement is not declared effective by the Commission SEC on or prior to the 180th 90th day after following the obligation circumstances in Section 2 hereof that give rise to file a the need for such Shelf Registration Statement arisesStatement; or (iviii) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if the Registered Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 325th day after the Issue Date; (ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 365th day after the Issue Date (the “Effectiveness Target Date”); (iii) if the Exchange Offer is not consummated within 45 days after the date on or prior to which the Consummation DeadlineExchange Offer Registration Statement is declared effective by the Commission; (iiiv) if obligated to file the Shelf Registration Statement 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; (iiiv) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (ivvi) 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 effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the “Additional Interest”) with respect to the Transfer Restricted 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 (a) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement (if required) has been filed with the Commission within the applicable time periods specified in Section 1 or Section 2 hereof or (b) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement (if required) has been declared effective by the Commission within the applicable time periods specified in Section 1 or Section 2 hereof; (ii) If the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; date that is 375 days (iior if the 375th day is not a business day, the first business day thereafter) if obligated to file after the Shelf Registration Statement and Issue Date of the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesInitial Securities; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on be payable with respect to the Transfer Restricted principal amount of the Initial Securities over and above at a rate of 0.25% per annum for the interest rate otherwise payable on such Securities first 90 days from and including the date on which any such Registration Default occurs, and such Additional Interest rate shall occur increase by an additional 0.25% per annum thereafter; provided, however, that the Additional Interest rate on the Initial Securities shall not exceed at any time 0.5% per annum; and provided further that Additional Interest shall cease to but excluding accrue on and after the date on which all such Registration Defaults have been curedcured (which shall not, at a rate of 0.25 percent per annum for however, affect the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required Company’s obligations hereunder to pay Additional Interest for more than one Registration Default at any given timethat have accrued to such date and that remain unpaid). (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities and shall be payable 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 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. The Company agrees to provide the Trustee prompt written notice of the occurrence or cure of any Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted 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 If by August 2, 1999 (90 days after the Issue Date), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by November 29, 1999 (210 days after the Issue Date), neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the "Additional Interest Rate") for the first 90 90- day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each any subsequent period after such first 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(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 Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”):: (i) if the Registered Exchange Offer is not consummated on or prior to June 13, 2011, the Consummation DeadlineExchange Offer Registration Statement has not been filed with the Commission; (ii) if obligated the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement has not been filed with the Commission on or prior to the 90th 60th day after the date on which the obligation to file such filing obligation Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to September 12, 2011, neither the Registered Exchange Offer nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if If by 90 days after the Registered Issue Date neither the Exchange Offer is not consummated on or prior to Registration Statement nor a Shelf Registration Statement has been filed with the Consummation DeadlineCommission; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file If a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 180th day after applicable date specified in Section 2(a) above if the obligation Company is required to file a Shelf Registration Statement arisespursuant to the terms of Section 2(a) above; or (iii) If by after 180 days after the Issue Date neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission; or (iv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 the date on which all such Registration Defaults have been curedcured and the date when no Securities are Transfer Restricted Securities, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per annum; provided, that Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for accrue under more than one Registration Default at any given one time. Additional Interest is the exclusive remedy to Holders in the event of any Registration Default. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 6(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 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”") with respect to the Transfer Restricted Securities Notes 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 the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline; 60th day after the Closing Date, the Resale Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th 120th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Closing Date, the Resale Shelf Registration Statement is not declared effective by the Commission on Commission; or prior to the 180th day (iii) If after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Resale Shelf Registration Statement is declared (or becomes automatically) effective and during the period for which the Company is required to maintain an effective Resale Shelf Registration Statement (A) such the Resale Shelf Registration Statement thereafter ceases to be effective, ; or (B) such the Resale Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in Securities because either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such the Resale 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 Resale 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Resale 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 Resale Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments events, with respect to the Company that would need to be described in such Resale Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Resale 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(aparagraph (a) above from the day such Registration Default occurs until such Registration Default is cured. The Company will have no other liabilities for monetary damages with respect to any Registration Default; provided, however, that the Holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance if such relief is otherwise available to the Holders to enforce any provision of this Agreement. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the Additional Interest rate by the principal amount of the Notes, 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 Transfer Restricted 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 If by January 25, 1999, the Registered Exchange Offer is Registration Statement nor a Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission; (ii) if obligated to file If by April 25, 1999, the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to Commission; (iii) If by May 25, 1999, the 180th day after the obligation to file Exchange Offer is not consummated or, if required, a Shelf Registration Statement arisesis not declared effective; or (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement but thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted 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) If by the 60th day after the date hereof, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 135th day after the date hereof or, if obligated to file a Shelf Registration Statement pursuant to clause (i) of Section 2, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 135th day after the date hereof. (iii) If by 40 days after the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to the Consummation Deadlineconsummated; (iiiv) if obligated If the Company is required to file the Shelf Registration Statement and pursuant to clauses (ii), (iii) or (iv) of Section 2, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 60th day (the "SHELF FILING DATE") after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission date on or prior to the 180th day after which the obligation to file a Shelf Registration Statement arises; ; (v) If the Company is obligated to file a Shelf Registration Statement pursuant to clauses (ii), (iii) or (iv) of Section 2, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date, or (ivvi) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in . The rate of the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent will be 0.50% per annum for from the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), the Company is proceeding promptly promptly, subject to the provisions of Section 3(j) hereof, 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted 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 If on or prior to the Exchange Offer Filing Deadline, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) If on or prior to the Shelf Registration Filing Deadline, a Shelf Registration Statement has not been filed with the Commission; (iii) If on or prior to the Exchange Offer Consummation Deadline, the Registered Exchange Offer is not consummated consummated; (iv) If on or prior to 90 days following the Consummation Shelf Registration Filing Deadline (such day being the “Shelf Registration Effectiveness Deadline; (ii”) if obligated in the event a Shelf Registration is required in lieu of the Registered Exchange Offer pursuant to file Section 2 hereof, the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted SecuritiesSecurities during any periods after the Exchange Offer Effectiveness Deadline or Shelf Registration Effectiveness Deadline, in either as the case during the periods specified herein for any reason, includingmay be, but not limited prior to the following: consummation of the Exchange Offer or the Shelf Registration Termination Date, as the case may be, 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, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)( v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the 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 with respect to the Transfer Restricted Securities (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) if the Registered Exchange Offer Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with declared effective by the Commission on or prior to the 90th day after such filing obligation arises; (iii) Exchange Offer Registration Statement Effectiveness Date or, if the Company is obligated to file a Shelf Registration Statement and pursuant to Section 2(a)(x), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation Closing Date (or, if later, on or prior to the 90th day after the Shelf Filing Date); (ii) if after the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement Effective Date; (iii) if the Company is obligated to file with the Commission a Shelf Registration Statement arisespursuant to Section 2(a)(y), the Company fails to file with the Commission the Shelf Registration Statement on or prior to the Shelf Filing Date; (iv) if the Company is obligated to file with the Commission a Shelf Registration Statement pursuant to Section 2(a)(y), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 90th day after the Shelf Filing Date; or (ivv) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, (3) the Company notifies the Holders of a Blackout Period, or (34) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-90 day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The ; provided that the Company will not shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if If by February 16, 2013, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) If by May 17, 2013, the Exchange Offer Registration Statement has not been declared effective by the Commission; (iii) If by May 17, 2013, the Registered Exchange Offer is not consummated on or prior to the Consummation Deadlineconsummated; (iiiv) if If the Company is obligated to use all commercially reasonable efforts to file the 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; (iiiv) if 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 180th 270th day after the obligation to file a Shelf Registration Statement arises; or (ivvi) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement effective. With respect to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 90-day period immediately following the occurrence of such the first Registration Default (the “Default, Additional Interest Rate”)shall accrue on the Initial Securities at a rate of 0.25% per annum. The Additional Interest Rate shall rate will increase by an additional 0.25 percent per annum 25 basis points with respect to each subsequent 90-day period until all to but excluding the date that such Registration Defaults default shall have been curedcured (or in the case of a Registration Default relating 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 Additional Interest Rate of 0.50 percent for all Registration Defaults equal to 1.0% per annum. The Company will not So long as a Registration Default shall occur and be required to pay continuing, Additional Interest for will accrue 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 Registration Default clause of subsection (a) at any given 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 Purchasers and the Holders may be irreparably harmed by any such failure. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 clauses (i) through (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted 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 If by April 25, 2011, the Registered Exchange Offer is Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission; (ii) if obligated to file If by September 22, 2011, the Shelf Exchange Offer Registration Statement and is not declared effective by the Commission; (iii) if the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 30th day (the “Shelf Filing Date”) after such filing the date on which any obligation to file a Shelf Registration Statement under this Agreement arises; (iiiiv) if obligated to file a Shelf Registration Statement and Statement, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th later of the 90th day after the obligation to file a Shelf Registration Statement arisesFiling Date and September 22, 2011; or (ivv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 the date on which all such Registration Defaults have been curedcured and the date such Initial Securities cease to be Transfer Restricted Securities, at a rate of 0.25 percent 0.25% per annum for during the first 90 90-day period immediately following the occurrence of such any Registration Default (the “Additional Interest Rate”). The Additional Interest Rate and shall increase by an additional 0.25 percent 0.25% per annum with respect to at the end of each subsequent 90-day period until period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults have been curedrelating to the particular Initial Securities or such time as the particular Initial Securities cease to be Transfer Restricted Securities the interest rate borne by the relevant Initial Securities will be reduced to the original interest rate borne by such Securities; provided, up to however, that, if after any such reduction in interest rate, a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one different Registration Default at any given timeoccurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities Convertible Notes shall be assessed accrue 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to 120 days after the 90th day after such filing obligation arises;Closing Date; [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] (iiiii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day 240 days after the obligation to file a Shelf Registration Statement arises; orClosing Date; (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, effective or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, . 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 causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities Convertible 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.5% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(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 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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesConvertible Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the aggregate principal amount of the Convertible Notes 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.

Additional Interest Under Certain Circumstances. (a) The Company shall pay Additional interest (the “Additional Interest”) with respect to the 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) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 90th day after the Closing Date; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is has not been declared effective by the Commission on or prior to by the 180th day after the obligation to file a Shelf Registration Statement arisesClosing Date; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective, effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: because either (1) unless the Company declares a Suspension Period is in effect, 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, (2) unless the Company declares a Suspension Period is in effect, 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) if applicable, the Company does not terminate the Suspension Period by the 45th or 90th day as set forth in Section 2(b), as the case may be. 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 causing an interruption in result of any action or inaction by the ability of Holders Commission. The Company shall pay Additional Interest to the holder of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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, ; provided that in no event shall the Company be obligated to pay Additional Interest following the expiration of the Shelf Registration Period. Additional Interest will accrue at a rate of 0.25 percent 0.25% of the principal amount of the Notes per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent to 0.50% of the principal amount of the Notes per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(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-post effective amendment to such the Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-post effective amendment is not yet effective and needs to be declared effective to permit Notice Holders to use the related prospectus Prospectus or (y) other material events or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a5(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash semiannually in arrears on August 1 and February 1 (each, an “Interest Payment Date”) to Holders of record of the Notes on the regular interest preceding July 15 and January 15. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Notes, 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. If a Holder converts its Notes, all Additional Interest, if any, that have 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 dates with respect to will be made by the Transfer Restricted SecuritiesCompany upon conversion on account of such Additional Interest.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted 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 If by May 22, 1997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by October 4, 1997, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (or becomes automaticallyother than during a Suspension Period with respect to a Shelf Registration Statement) effective (A) such Registration Statement thereafter ceases to be effective, effective (unless all Securities have been previously exchanged or the obligation to maintain the effectiveness of such Registration Statement has expired); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Notes during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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 Transfer Restricted Securities Initial Notes 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 If by July 24, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by November 22, 2004, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowof this Section 6) in connection with resales of Transfer Restricted Securities, in either case Notes during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Initial Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 of: (xi) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsprospectus; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) above from the day such Registration Default occurs until such Registration Default is cured; or (ii) the occurrence of a Suspension Period; provided, however, that if, prior to the 30th day of any such Suspension Period, suspension has not been terminated or all such Suspension Periods exceed an aggregate of 60 days in any 360 day period; Additional Interest shall be payable in accordance with Section 6(a) above from such 30th or 60th day, as the case may be. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Notes, 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 Transfer Restricted 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) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and If the Company fails to file the Shelf an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesthe Issue Date; (iiiii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 210th day after the Issue Date or, if obligated to file a Shelf Registration Statement and the pursuant to clause (i) of Section 2 above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 210th day after the Issue Date; (iii) If the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iv) If obligated to file the Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 above, the Company fails to file the Shelf Registration Statement with the SEC on or prior to the 30th day (the “Shelf Filing Date”) after the date on which the obligation to file a Shelf Registration Statement arises; (v) If obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date; or (ivvi) if 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 and during the period when such Exchange Offer Registration Statement or Shelf Registration Statement is required to be kept effective, (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in Securities because either case during the periods specified herein for any reason, including, but not limited to the following: (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) through (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 %3)Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 210th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 300th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 60th day after the Shelf Exchange Offer Registration Statement 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; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arises; or (ivv) 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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) if the Registered If an Exchange Offer Registration Statement is not consummated filed with the Commission on or prior to the Consummation Deadline90th day after the Issue Date; (ii) If an Exchange Offer Registration Statement or, if required pursuant to Section 2(a)(i) above, a Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 270th day after the Issue Date; (iii) If the Registered Exchange Offer has not been consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective; (iv) If obligated to file the Shelf Registration Statement and pursuant to pursuant to Section 2 above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 30th day after such filing the date (the “Shelf Filing Date”) on which the obligation to file a Shelf Registration Statement arises; (iiiv) if If obligated to file a Shelf Registration Statement and pursuant to Sections 2(a)(ii-iv) above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesFiling Date; or (ivvi) if 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 effectiveeffective during the periods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 event such Registration Defaults are not previously cured, at all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of 0.25 percent the Additional Interest will be 0.50% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.50% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.50% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 7.25%. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 255th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 345th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement 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; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arises; or (ivv) 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the applicable series of Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) on or prior to the 120th day after the date hereof, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with the Commission on or prior to the 60th day after the date on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to the 180th day after the date hereof, neither the Exchange Offer Registration Statement nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file 40th day after the Shelf Exchange Offer Registration Statement 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; (iii) is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above (other than with respect to clause (i) thereunder), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of the applicable series of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement Statement, if required, has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the applicable series of Transfer Restricted Securities over and above the interest rate otherwise payable on set forth in the title of such applicable series of 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, at a rate of 0.25 percent $0.05 per annum week per $1,000 principal amount of the applicable series of Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the applicable series of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the applicable series of Transfer Restricted Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional ----------------------------------------------- interest (the “"Additional Interest”") with respect to the Initial 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 (ivii) below being herein referred to as a “"Registration Default”"): (i) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission on or before the 120th day after the Issue Date (or if such day is not a business day, the first business day thereafter); (ii) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 240th day after the Issue Date (or if such filing obligation arisesday is not a business day, the first business day thereafter); (iii) if obligated to file a Shelf Registration Statement and the is required to be filed under this Agreement, such Shelf Registration Statement is not declared effective by the Commission on or prior to before the 180th 270th day after the obligation to file Issue Date (or if such day is not a business day, the first business day thereafter), or, in the case of a Shelf Registration Statement arisesrequired to be filed in response to any change in applicable interpretation of the Commission, if later, on or before the 90th day after publication of such change; or (iv) if after either the Exchange Offer a Shelf Registration Statement or is required to be filed under this Agreement, and after the Shelf Registration Statement is declared (or becomes automatically) effective (A) and during the period that the Company and the Guarantors are required to use their reasonable best efforts to keep the Shelf Registration Statement effective as provided in Section 2(a), such Shelf Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases effective and continues not to be usable effective (except as permitted in paragraph (b) below) other than in connection with resales the consummation of Transfer Restricted Securitiesthe Registered Exchange Offer, in either case during as contemplated by the periods specified herein for any reasonlast sentence of Section 2(a)), including, but not limited or the Company shall have suspended and be continuing to suspend the following: (1) any event occurs as a result availability 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 contained 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 causing an interruption Statement, for more than 30 days in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsaggregate in any consecutive twelve-month period. Additional Interest shall initially accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 Default has been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.25% per annum. The rate of Additional Interest shall increase by 0.25% per annum every twelve weeks thereafter (for so long as such period is continuing). Any such Additional Interest shall not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum in the aggregate, regardless of the number of Registration Defaults that shall have occurred and be continuing. Following the cure of all Registration Defaults, the accrual of such Additional Interest will cease. All Registration Defaults will be deemed cured upon consummation of the Exchange Offer. Notwithstanding anything to the contrary in this Section 6(a), neither the Company will not nor any Guarantor shall be required to pay Additional Interest for more than one Registration Default at to any given timeHolder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the third to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 3(n). (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(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), (iii) or (iv) of Section 6(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 that are 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”") with respect to the Debentures and Conversion Shares that are Transfer Restricted 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 the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th day after such filing obligation arisesthe first date of original issuance of the Debentures, the Resale Shelf Registration Statement has not been filed with the Commission; (iiiii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission If on or prior to the 180th day after the obligation to file a first date of original issuance of the Debentures, the Resale Shelf Registration Statement ariseshas not been declared effective by the Commission; or (iviii) if If after either the Exchange Offer Registration Statement or the Resale Shelf Registration Statement is declared (or becomes automatically) effective (A) such Resale Shelf Registration Statement thereafter ceases to be effective, ; or (B) such Resale Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) belowSection 5(b)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Resale 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 Resale 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the outstanding Debentures and/or the issued and outstanding Conversion Shares that are Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for in the first 90 day period immediately following case of(i) and 0.50% per annum in the occurrence case of (ii) or (iii) of the sum of (x) the aggregate Applicable Principal Amount of such Registration Default outstanding Debentures and (y) in the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedcase of any issued and outstanding Conversion Shares, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timethe aggregate Applicable Conversion Price. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a the Resale Shelf 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 Resale Shelf Registration Statement pursuant to Section 1(d) or to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments with respect imposition of a suspension period pursuant to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and clause (ii) or (v) of Section 2(b) and in the case of clause (yii), the Company is proceeding promptly (subject to the provisions of Section 2(h)) and in good faith to amend or supplement such Resale 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 5(a) above will be payable in cash to the Record Holder on the regular interest payment dates Damages Payment Dates with respect to the Transfer Restricted SecuritiesDebentures and Conversion Shares. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by, in the case of the Debentures, the Applicable Principal Amount and, in the case of the Conversion Shares, the Applicable Conversion Price, 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. (d) The parties hereto agree that the Additional Interest shall constitute a reasonable estimate of the damages that may be incurred by the Holders of Securities (other than the Initial Purchaser) for a Registration Default and shall constitute liquidated damages; the actual damages that the Holders of the Securities might sustain as a result of a Registration Default would be difficult to ascertain; and the payment of Additional Interest would be reasonable and just compensation for a Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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 If the Registered Exchange Offer is Initial Securities are not consummated on or prior freely tradable (by Persons other than affiliates of the Company within the meaning of the Securities Act) pursuant to Rule 144 under the Consummation DeadlineSecurities Act as of the first anniversary of the Issue Date; (ii) if obligated to file If the Shelf Registration Statement and restrictive legend on the Company fails to file Initial Securities has not been removed as of the Shelf Registration Statement with first anniversary of the Commission on or prior to the 90th day after such filing obligation arises;Issue Date; or (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day If after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Shelf Registration Statement thereafter ceases to be effective, ; or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, (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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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. Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradable (by Persons other than affiliates of the Company within the meaning of the Securities Act) pursuant to Rule 144 under the Securities Act and the restrictive legend has been removed, at (ii) the Registered Exchange Offer has been effected or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act, unless subsequent to the date it was last declared effective it fails to remain effective or usable (except as permitted by Section 6(b)) for the time period contemplated by Section 2(b) after taking into account all other periods during which such Shelf Registration Statement was effective. The rate of 0.25 percent the Additional Interest will be 0.25% per annum year for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate rate of 0.50 percent 1.00% per annumyear. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate, 7•%. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted 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) if If an Exchange Offer Registration Statement is required to be filed and it does not become effective by the Effectiveness Deadline; (ii) If the Registered Exchange Offer is not consummated on or prior to within 60 days of the Consummation Deadline; (ii) if obligated to file effectiveness of the Shelf Exchange Offer Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arisesStatement; (iii) if obligated to file a Shelf Registration Statement and the If an effective Shelf Registration Statement is not declared effective by required to be filed with the Commission on or prior to but does not become effective within 30 days following the 180th day after event which required the obligation to file a filing of such Shelf Registration Statement arisesStatement; or (iv) if If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on set forth in the title of such 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 curedcured or the Initial Securities cease to be Transfer Restricted Securities, whichever is earlier, at a rate of 0.25 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default (the “Initial Period”), and such rate will increase by 0.25% per annum on the 91st day following the occurrence of such Registration Default (it being understood and agreed that the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent rate during the Initial Period shall be 0.25% per annum and the maximum Additional Interest rate thereafter shall be 0.50% per annum. The Company will not , in each case, regardless of the number of Registration Defaults that shall have occurred and be required to pay Additional Interest for more than one Registration Default at any given timecontinuing). (b) A Registration Default referred to in Section 6(a)(iv)(B7(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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) the occurrence of other material events or developments with respect to the Company that would need be required to be described disclosed in such Shelf Registration Statement or the related prospectus, and the disclosure of which in such Shelf Registration Statement or the related prospectus would in the good faith determination of the Company (1) interfere with or affect the negotiation or completion of a transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) and (2) involve initial or continuing disclosure obligations that are not in the best interest of the Company or its stockholders at such time and (ii) in the case of clause (y), 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 45 days30 days or more than an aggregate of 90 days in any 12-month period, Additional Interest shall be payable in accordance with Section 6(a) 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 Transfer Restricted 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 Transfer Restricted Initial Securities shall be assessed as follows if any of the Initial Securities are not Freely Transferable by the Registration Trigger Date and any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”): (i) if If an Exchange Offer Registration Statement is required to be filed with the Registered Commission pursuant to Section 1 hereof and the Exchange Offer is not consummated on completed within 60 days after the Registration Trigger Date (or prior to 90 days if the Consummation DeadlineExchange Offer Registration Statement is reviewed by the Commission); (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file If a Shelf Registration Statement and is required to be filed with the Commission pursuant to Section 2 hereof, but does not become effective within 30 days following any of the events described in clauses (i), (ii), (iii), (iv) or (v) of Section 2 (or 60 days if the Shelf Registration Statement is not declared effective reviewed by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission); or (iviii) if If after either the an Exchange Offer Registration Statement or the a Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, (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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities Notes shall be assessed as follows if any of the following events occur occurs (each such event in clauses (i) through (iviii) below being referred to herein as a “"Registration Default”"): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline120th day after the first date of original issuance of the Notes, the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a first date of original issuance of the Notes, the Shelf Registration Statement ariseshas not been declared effective by the Commission; or (iviii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is has been declared (or becomes automatically) effective (A) such the Shelf Registration Statement thereafter ceases to be effective, ; or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement Prospectus 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 otherwise 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, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities Notes over and above the interest rate otherwise payable on such Securities set forth in the title of the 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 Default has been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B5(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 Prospectus if (i) such Registration Default has occurred solely as a result of (xA) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 (yB) other material events any event or developments circumstance contemplated by Section 2(b)(v) with respect to which the Board of Directors of the Company that would need has determined in good faith to be described in such Shelf Registration Statement or deliver a Suspension Notice to the related prospectus Holders and (ii) in the case of clause (y)1)(B) above, 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; event or circumstance as required by paragraph 2(h) hereof, provided, however, that in any case if (x) the Suspension Period with respect to any such Registration Default occurs for a continuous period exceeds 60 days or (y) the Suspension Period(s) with respect to one or more of such Registration Defaults exceed 90 days in excess of 45 daysthe aggregate during any twelve month period, then Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from and including the day date on which any such Registration Default occurs until shall occur, to but excluding the date on which such Registration Default is has been cured. (c) Any amounts of Additional Interest due pursuant to paragraphs (a) and (b) of this Section 5 will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes, 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 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) if the Registered Exchange Offer any Registration Statement required by this Agreement is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement filed with the Commission on or prior to the 90th day after such filing obligation arisesapplicable Filing Deadline; (iiiii) if obligated to file a Shelf any Registration Statement and the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day after applicable Effectiveness Deadline; (iii) the obligation Registered Exchange Offer has not been consummated on or prior to file a Shelf Registration Statement arisesthe Consummation Deadline; or (iv) if after either the Exchange Offer any Registration Statement or the Shelf Registration Statement is required by this Agreement has been declared (or becomes automatically) effective by the 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in for a period of 60 days, whether or not consecutive, because either case during the periods specified herein for any reason, including, but not limited to the following: (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, thereunder or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in effective. Each of the ability 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 Holders the Company or pursuant to operation of Transfer Restricted Securities covered law or as a result of any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Specified Securities over and above the interest rate otherwise payable on such Securities 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 60 days, whether or not consecutive, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the 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. (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 Specified 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 pursuant to this Section 6 constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders and/or the Initial Purchasers with respect to any Registration Default.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below is referred to herein as a “Registration Default”): (i) if the Registered Exchange Offer is not consummated Company fails to file any Registration Statement required to be filed by this Agreement on or prior to the Consummation Deadlineapplicable deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf any Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesapplicable effectiveness deadline; or (iviii) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because (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 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding and including the date immediately preceding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent 0.25% per annum for the first 90 day period immediately following the occurrence days of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent period and at a rate of 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timethereafter. (b) A Registration Default referred to in Section 6(a)(iv)(B7(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until the day on which such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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. The obligation of the Company to pay the Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default. 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 (the “"Additional Interest”") with respect to the Transfer Restricted 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 If by March 28, 2005, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by July 6, 2005, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.50% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 2.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”):: (i) if the Registered Exchange Offer is not consummated on or prior to June 20, 2011, the Consummation DeadlineExchange Offer Registration Statement has not been filed with the Commission; (ii) if obligated the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement has not been filed with the Commission on or prior to the 90th 60th day after the date on which the obligation to file such filing obligation Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) on or prior to September 19, 2011, neither the Registered Exchange Offer nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2 above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 expired, if required, before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted 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 the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and If the Company fails to file the Shelf Exchange Offer Registration Statement with the Commission on or prior to the 90th 150th day after such filing obligation arisesthe Issue Date; (iiiii) if obligated to file a Shelf Registration Statement and If the Shelf Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th 270th day after the obligation to file a Issue Date; (iii) If neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement ariseshas not become effective within 315 days after the Issue Date; or (iv) if 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 effective, effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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, . Additional Interest shall accrue at a rate of 0.25 percent 0.25% per annum for during the first 90 90-day period immediately following the occurrence of such any Registration Default (the “Additional Interest Rate”). The Additional Interest Rate and shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum of 0.50% per annum thereafter. Following the cure of all Registration Defaults, the accrual of Additional Interest Rate on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 0.50 percent per annumthe Securities. The In no event shall the Company will not be required obligated to pay Additional Interest for more than one Registration Default under this Section 6(a) at any given one time. (b) A Registration Default referred to in Section 6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities and to the same persons and in the same manner as ordinary interest. 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 Transfer Restricted 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) the Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to April 26, 2004; (ii) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to July 26, 2004 or, if obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Commission on or prior to July 26, 2004; (iii) the Registered Exchange Offer is not consummated on or prior to before the Consummation Deadline40th day after the Exchange Offer Registration Statement is declared effective; (iiiv) if obligated to file the a Shelf Registration Statement and pursuant to Section 2(ii), (iii) or (iv), the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th 45th day (the "Shelf Filing Date") after such filing the date on which the obligation to file a Shelf Registration Statement arises; (iiiv) if obligated to file a Shelf Registration Statement and pursuant to Section 2(ii), (iii) or (iv), the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 90th day after the obligation to file a Shelf Registration Statement arisesFiling Date; or (ivvi) 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 effective, (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.50% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate rate shall increase by an additional 0.25 percent 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.5% per annum. Such Additional Interest shall be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required shall give prompt written notice to pay Additional Interest for more than one the Trustee of (x) the occurrence of a Registration Default at any given timeand (y) the cure of a Registration Default. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 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) if the Registered Exchange Offer is Shelf Registration Statement has not consummated on or prior to been filed with the Consummation DeadlineCommission by the 90th day after the first date of original issuance of the Initial Securities; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with has not been declared effective by the Commission on or prior to by the 90th 180th day after such filing obligation arisesthe first date of original issue of the Initial Securities; (iii) if obligated to file a Shelf Registration Statement and the Company fails supplement or amend the Shelf Registration Statement is not declared effective by the Commission on or prior in a timely manner (subject to the 180th day after procedures set forth in Section 2(a) hereof) to include the obligation names of Holders who propose to file sell Securities and who have furnished to the Company a Shelf Registration Statement arisesQuestionnaire as set forth in Section 1 hereof; orprovided however that if such Questionnaire is delivered by such Holder during a Suspension Period (as defined below), the Company shall so inform such Holder and shall take the actions set forth in Section 2 hereof upon the expiration of the Suspension Period; and (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective, effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities (as defined below) during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability result of Holders of Transfer Restricted Securities covered any action or inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 earlier of (i) the date on which all such Registration Defaults have been curedcured and (ii) the day following the last day of the Shelf Registration Period, at a rate of 0.25 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “"Additional Interest Rate”"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) Notwithstanding anything to the contrary herein, the Company may suspend use of the Prospectus and prohibit offers and sales of Transfer Restricted Securities at any time, if: (1) it is in possession of material non-public information, (2) the Company determines in good faith that disclosure of such material non-public information at such time would not be in the best interests of the Company and (3) the Company determines that such prohibition is necessary to avoid a requirement to disclose such material non-public information; or (B) the Company determines in good faith that because of valid business reasons (not including the avoidance of the Company's obligation hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, offers and sales of the Transfer Restricted Securities are not in the best interests of the Company (each such period during which any prohibition on offers and sales of Transfer Restricted Securities is in effect, a "Suspension Period"). A Suspension Period shall commence on and include the date on which the Company provides written notice (which notice need not specify the nature of the event giving rise to such notice) to the Holders of Transfer Restricted Securities that offers and sales of Transfer Restricted Securities cannot be made in accordance with this Section 5(b) and shall end on the date on which each such Holder either receives copies of a prospectus supplement, or is advised in writing by the Company that offers and sales of Transfer Restricted Securities and the use of the Prospectus may be resumed; provided, however, that all Suspension Periods pursuant to clause (A) of this Section 7(b) in the aggregate shall not exceed 120 days during any period of twelve consecutive calendar months (nor more than 90 consecutive days for any one Suspension Period). (c) A Registration Default referred to in Section 6(a)(iv)(B5(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 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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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 that in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; providedprovided further, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default may not occur during any Suspension Period, and any Registration Default in existence at the commencement of any Suspension Period shall be tolled and the Additional Interest Rate shall not be increased because of such Registration Default during such Suspension Period. Notwithstanding anything to the contrary, during the occurrence of any Registration Default, offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement shall be prohibited. (cd) Any amounts of Additional Interest due pursuant to Section 5(a) will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities; provided however, that in the case of a Registration Default set forth in subsection 5(a)(iii), such Additional Interest shall be paid only to Holders that have delivered a Questionnaire that caused the Company to incur the obligations set forth therein the non-performance of which is the basis of such Registration Default. The amount of Additional Interest will be determined (i) in the case of Initial Securities, by multiplying the Additional Interest Rate by the principal amount of the Initial Securities, or (ii) in the case of Common Stock issued upon conversion of the Initial Securities, by multiplying the Additional Interest Rate by the product of (A) the number of Common Shares issued upon conversion and (B) the price at which the Initial Securities were converted into Common Stock, in each case as 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.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Transfer Restricted 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) If by July 14, 1999 (or if such day is not a business day, the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Com mission; (ii) If by December 27, 1999 (or if such day is not a business day, the first business day thereafter), neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (iviii) Subject to paragraph (b) of this Section 6, 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 effective, effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. ; Additional Interest shall accrue on the Transfer Restricted Initial Securities and the Private Exchange Securities over and above the interest rate otherwise payable on such 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 percent 0.50% per annum for (the first 90 day period immediately following "ADDITIONAL INTEREST RATE") PROVIDED, HOWEVER, that: (i) no Holder of Securities who is not entitled to the occurrence benefits of such a Shelf Registration Statement shall be entitled to receive Additional Interest by reason of a Registration Default that pertains to a Shelf Registration Statement, and (ii) no Holder of Securities constituting an unsold allotment from the “original sale of the Initial Securities or any other Holder of Securities who is entitled to be benefits of a Shelf Registration Statement shall be entitled to receive Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all reason of a Registration Defaults have been cured, up Default that pertains to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timeRegistered Exchange Offer. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 Company's failure to amend or supplement a Registration Statement during the period referred to and pursuant to the terms and conditions of the last sentence of Section 3(j), (y) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 z), without imitating clause (x), material events or developments 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 (yz), 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 45 days30 days (or the applicable period referred to in clause (x)), Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable 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”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”):: (i) if the Registered Exchange Offer is not consummated If on or prior to August 6, 2007, the Consummation DeadlineExchange Offer Registration Statement has not been filed with the Commission; (ii) if obligated If the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement has not been filed with the Commission on or prior to the 90th 60th day after the date on which the obligation to file such filing obligation Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above; (iii) If on or prior to November 5, 2007, neither the Registered Exchange Offer nor, if required in lieu thereof, the Shelf Registration Statement, is declared effective by the Commission; (iv) if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective or, if obligated to file a Shelf Registration Statement and pursuant to the terms of Section 2(a) above, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th 60th day after the obligation to file a date of the filing of the Shelf Registration Statement arisesStatement; or (ivv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) immediately below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent $0.05 per annum week per $1,000 principal amount of the Initial Securities for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent $0.05 per annum week per $1,000 principal amount of the Initial Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 1.0% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined on the basis of the number of days that Additional Interest is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”): (i) if the Registered Exchange Offer Registration Statement is not filed with the Commission on or prior to the 120th calendar day following the Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Issue Date (unless the Exchange Offer Registration Statement is reviewed by the Commission, in which case the 240th calendar day following the Issue Date), (iii) the Subsequent Exchange Offer is not consummated on or prior to the Consummation Deadline;240th calendar day following the Issue Date (unless the Exchange Offer Registration Statement is reviewed by the Commission, in which case the 300th calendar day following the Issue Date), (iiiv) if obligated to file the Shelf Registration Statement and the Company fails to file required, the Shelf Registration Statement with respect to the Commission Initial Securities is not declared effective on or prior to the 90th later of the 120th calendar day after such filing obligation arises; the date of any event described in Section 2 above (iii) if obligated to file a Shelf Registration Statement and unless the Shelf Registration Statement is not declared effective reviewed by the Commission on or prior to Commission, in which case the 180th calendar day after such event) and the obligation to file a 180th calendar day following the Issue Date (unless the Shelf Registration Statement arises; oris reviewed by the Commission, in which case the 240th calendar day following the Issue Date), (ivv) if after either the Exchange Offer Registration Statement or the a Shelf Registration Statement is has been filed and declared (or effective but after it becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionseffective. Additional Interest shall will accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 the Registration Defaults have Default has been cured, at a the rate of 0.25 percent 0.25% per annum for year, plus an additional 0.25% per year from and during any period in which the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedhas continued for more than 90 days, up to a maximum Additional Interest Rate rate of 0.50 percent 0.50% per annumyear. In no event will the additional interest on the Initial Securities exceed 0.50% per year. The Company will not be required have no other liabilities for monetary damages with respect to their registration obligations. With respect to each Holder, the obligation to pay Additional Interest for more than one Registration Default at any given timewill remain in effect only so long as the Initial Securities held by such Holders are Transfer Restricted Securities. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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), (iv) or (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”), and with respect to Exchange Securities for which a Shelf Registration Statement is required pursuant to clause (iii) or (iv) of the first paragraph of Section 2 hereof, in the applicable instances covered by the following clauses (ii), (iv) and (v): (i) if the Registered Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after the Issue Date; (ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date or, if obligated to file a Shelf Registration Statement, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the date the Company is required to file such Shelf Registration Statement; (iii) if the Exchange Offer is not consummated on or prior to before the Consummation Deadline240th day after the Exchange Offer Registration Statement is declared effective; (iiiv) if obligated to file the Shelf Registration Statement and Statement, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission date on or prior to the 180th day after which the obligation to file a Shelf Registration Statement arises; or (ivv) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for the first 90 90-day period immediately following the occurrence of a Registration Default, and such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall rate will increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate additional interest rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(v)(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Transfer Restricted Initial Securities (and Private Exchange Securities) issued by an Issuer 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 If by July 13,1998, neither the Registered Exchange Offer is not consummated on or prior Registration Statement nor a Shelf Registration Statement relating to such Initial Securities has been filed with the Consummation DeadlineCommission; (ii) If by November 25,1998, neither the Registered Exchange Offer relating to such Initial Securities is consummated nor, if obligated to file the required in lieu thereof, a Shelf Registration Statement and relating to such Initial Securities is declared effective by the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;Commission; or (iii) if obligated to file a Shelf Registration Statement If, after November 25, 1998, and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement relating to such Initial Securities is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Initial Securities over and above the interest rate otherwise payable on set forth in the title of such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), the Company relevant 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) the above paragraph from the day following such Registration Default occurs 30 day period until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of Section 6 above will be payable in cash cash, (A) in the case of the Senior Subordinated Notes and any Private Exchange Securities exchanged therefor, on each scheduled interest payment date, commencing with the first scheduled interest payment date following the applicable Registration Default, and (B) in the case of the Debentures and any Private Exchange Securities exchanged therefor, on each Semi-Annual Accrual Date (as defined in the applicable Indenture) or scheduled interest payment date, as the case may be, commencing with the first Semi-Annual Accrual Date following the applicable Registration Default. The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by, (A) in the case of the Senior Subordinated Notes and any Private Exchange Securities exchanged therefor, the principal amount of such Securities, in each case, multiplied by a fraction (the"Additional Interest Fraction"), the numerator of which is the number of days the Additional Interest Rate was applicable during such period (determined on the regular interest basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360 and (B) in the case of the Debentures and any Private Exchange Securities exchanged therefor, the Accreted Value of such Securities on the date of payment dates with respect to of such Additional Interest, in each case, multiplied by the Transfer Restricted SecuritiesAdditional Interest Fraction.

Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to ------------------- the Transfer Restricted Securities (except with respect to (iii) below, which such Additional Interest shall only apply to the Securities held by the affected Holder(s)) 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) if the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline150th day after the Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission If on or prior to the 90th 220th day after such filing obligation arisesthe Closing Date (as defined in the Purchase Agreement), the Shelf Registration Statement has not been declared effective by the Commission; (iii) if obligated The Company fails with respect to file a Shelf Registration Statement Holder of Notes that supplies the Notice and Questionnaire described in Section 1(d) above to amend or supplement the Shelf Registration Statement is not declared effective by in the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; ormanner set forth in Section 1(d) above; (iv) if If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) effective, such Shelf Registration Statement thereafter or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because the Company suspends the effectiveness of such Shelf Registration Statement beyond the periods set forth in Section 2(h) above; (v) If after the Shelf Registration Statement is declared effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein and the Company fails to cure the Shelf Registration Statement within fifteen (15) business days by filing a post-effective amendment or report pursuant to the Exchange Act; (vi) If on or prior to the 120th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been filed with the Commission; or (vii) If on or prior to the 180th day after the Demand Initiation Date, a registration statement relating to the applicable Demand Registration has not been declared effective by the Commission. Each of the foregoing will constitute a Registration Default whatever the reason for any reason, including, but not limited such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to the following: (1) any event occurs operation of law or as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact action 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered inaction by the expiring Shelf Registration Statement to make registered dispositionsCommission. Additional Interest shall accrue on the Notes and Conversion Shares that are Transfer Restricted Securities Shares over and above the interest rate otherwise payable on such 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 percent 0.50% per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “"Additional Interest Rate”"). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time.------------------------- (b) A Registration Default referred to in Section 6(a)(iv)(B8(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 8(a) above will be payable in cash to the "Record Holder" (as defined in Section ------------- 8(d) below) on the regular interest payment dates "Damages Payment Dates" (as defined in Section 8(d) --------------------- below) with respect to the Transfer Restricted Securities.Notes and the Conversion Shares. The amount of Additional Interest will be determined by (1) multiplying the applicable Additional Interest Rate by (x) in the case of the Notes, the "Applicable ---------- Principal Amount" (as defined in Section 8(d) below) or (y) in the case of ---------------- the Conversion Shares, the "Applicable Conversion Price" (as defined in --------------------------- Section 8(d) below) and then

Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below a “Registration Default”):: (i) if If by February 14, 2013, neither the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) nor, if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and required, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesCommission; or (ivii) if 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 effective, ; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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 required to be stated therein or 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 causing an interruption and, in the ability case of Holders of Transfer Restricted Securities covered by the expiring a Shelf Registration Statement Statement, such failure to make registered dispositionsremain effective or be useable exists for more than 30 days. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 1.0% per annum. The Company will not be required to pay provision for Additional Interest for more than one Registration Default at any given timewill be the only monetary remedy available to Holders under the Agreement. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, Parent 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 or developments events, with respect to the Company Issuer 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), 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted 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 Debentures and Conversion Shares that are Transfer Restricted 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 the Registered Exchange Offer is not consummated If on or prior to the Consummation Deadline60th day after the first date of original issuance of the Debentures, the Resale Shelf Registration Statement has not been filed with the Commission; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission If on or prior to the 180th day after the obligation to file a first date of original issuance of the Debentures, the Resale Shelf Registration Statement ariseshas not been declared effective by the Commission; or (iviii) if If after either the Exchange Offer Registration Statement or the Resale Shelf Registration Statement is declared (or becomes automatically) effective (A) such Resale Shelf Registration Statement thereafter ceases to be effective, ; or (B) such Resale Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: because either (1) any event occurs as a result of which the related prospectus forming part of such Resale 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 Resale 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 causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Debentures and Conversion Shares that are Transfer Restricted Securities over and above the interest rate otherwise payable on such 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 percent 0.25% per annum for in the first 90 day period immediately following case of (i) and 0.50% per annum in the occurrence case of (ii) or (iii) of the aggregate Applicable Principal Amount of such Registration Default (Debentures and, in the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedcase of the Conversion Shares, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given timethe aggregate Applicable Conversion Price. (b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a the Resale 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 Resale Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-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 or developments events, with respect to the Company that would need to be described in such Resale Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Resale 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 45 30 days, Additional Interest shall be payable in accordance with Section 6(a) 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) of Section 5(a) above will be payable in cash to the Record Holder on the regular interest payment dates Damages Payment Dates with respect to the Transfer Restricted SecuritiesDebentures and Conversion Shares. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by, in the case of the Debentures, the Applicable Principal Amount and, in the case of the Conversion Shares, the Applicable Conversion Price, 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 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) if the Registered Exchange Offer is has not been consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement 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; (iii) if is obligated to file a Shelf Registration Statement pursuant to Section 2 of this Agreement and the Shelf such Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arisesrelevant Effectiveness Deadline; or (iviii) if after either the Exchange Offer any Registration Statement or required by this Agreement has been declared effective by the Shelf Registration Statement is declared (or becomes automatically) effective Commission but (A) such Registration Statement thereafter ceases to be effectiveeffective 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 usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case Securities during the periods specified herein for any reason, including, but not limited to the following: 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, (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 effective, causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositionsdispositions of such Securities 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 Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities 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 percent 0.25% per annum (the “Additional Interest Rate”) for the first 90 90-day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”)Default. The Additional Interest Rate shall increase by an additional 0.25 percent 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent 0.50% per annum. The ; provided that the Company will not shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Following the earlier of the date that all Registration Defaults are cured and a Security ceases to be a Transfer Restricted Security, the accrual of Additional Interest will cease. (b) A Registration Default referred to in Section 6(a)(iv)(B6(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 statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, 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 or developments 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), 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 45 days, Additional Interest shall be payable in accordance with Section 6(a) 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 Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted 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 comprising twelve 30-day months), and the denominator of which is 360.