Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day 365 days after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each the subsequent 90-day period, up to for a maximum of additional interest of 0.50% per annum of additional interest (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (ia) unless the Exchange Offer shall is not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th Exchange Deadline, (b) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the 90th calendar day after the Issue Date following any Shelf Filing Deadline (or if such 365th 90th day is not a Business Day, the next succeeding Business Day), or (iic) in the event the Company is required to file a Shelf Registration Statement pursuant applicable to Section 4(a) hereof, (A) the Shelf Registration Statement is not Transfer Restricted Securities required to be filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by terms of this Agreement is filed and declared effective (or automatically becomes effective) as required but shall thereafter cease fails to be remain effective or fail to be usable becomes unusable in connection with resales for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective more than 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”) then), with respect to the first 90-day period immediately following the occurrence of such Registration Default, Issuers hereby agree that the interest rate on borne by the Registrable Notes will Transfer Restricted Securities shall be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.501.0% per annum (“Additional Interest”). Any amounts ) for the period of Additional Interest due pursuant to this Section 5 will be paid occurrence of the Registration Default until the earlier of the consummation of the Exchange Offer and such time as no Registration Default is in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dateseffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to any particular Registrable Notes, accrue and the interest rate borne by on the relevant Registrable Notes Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Registrable Notesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall Additional Interest will again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (unless the Exchange Offer shall not be permissible under applicable law or Commission policy), (ii) in the event if the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has is not been Consummated filed with the Commission on or prior to the 365th 150th day after following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), , (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Exchange Offer Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 240th day after following the Shelf Filing Deadline (or Issue Date or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or , or (iii) any Registration Statement required by this Agreement the Exchange Offer is filed and declared effective but shall thereafter cease not consummated on or prior to be effective or fail to be usable for its intended purpose without being immediately succeeded by the 270th day following the Issue Date, or, if that day is not a post-effective amendment to such Registration Statement that cures such failure and Business Day, the next day that is itself immediately declared effective a Business Day, (each such event referred to in clauses (i) through (iii), a “Registration DefaultREGISTRATION DEFAULT”), additional interest in the form of additional cash interest (“ADDITIONAL INTEREST”) then, with respect to will accrue on the Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant to this Section 5 will be paid in cash of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the relevant Interest Payment Date to Holders earlier of record (1) the date on which all Registration Defaults have been cured or (2) the relevant regular record datesdate on which all the Notes (other than Notes which constitute an unsold allotment) otherwise become Freely Transferable without further registration under the Securities Act. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security Registration Default. Upon the expiration of the Applicable Period the Issuers shall have been satisfied in fullno further registration obligations. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and pending. (b) Until the earliest of (i) the date no Notes remain outstanding, (ii) the consummation of the Exchange Offer and (iii) the date on which all the Notes (other than Notes which constitute an unsold allotment) otherwise become Freely Transferable without further registration under the Securities Act, the Company shall notify the Trustee within five Business Days after each and every date on which a Holder Registration Default occurs in respect of Registrable Notes that has not provided the information which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4(b) hereof within 3 will be payable in cash semi-annually on each June 15 and December 15 (each, an “ADDITIONAL INTEREST PAYMENT DATE”), commencing with the time period set forth therein shall not first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date. The amount of Additional Interest will be entitled to determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all Notes outstanding on the first Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default that pertains to (and thereafter at the relevant Shelf next succeeding Additional Interest Payment Date until the cure of such Registration StatementDefault), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business DayMarch 11, the next succeeding Business Day)2025, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each the subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated within 330 days after the Issue Date or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Security at the time such security ceases to be a Registrable Note Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes Securities that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, by the Exchange Offer Registration Statement has not been Consummated on or prior to end of the 365th 240th day after the Issue Closing Date (or if such 365th 240th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf any of such Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement Statements has not become or been declared effective by the Commission on or prior to by the 120th end of the 240th day after the Shelf Filing Deadline (Closing Date or if such 120th 240th day is not a Business Day, the next succeeding Business Day, (iii) the Exchange Offer has not been Consummated by the end of the 270th day after the Closing Date or if such 270th day is not a Business Day, the next succeeding Business Day or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter after the 240-day period referred to in Section 3(a) hereof cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 0.5% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid for each year in cash on which the relevant Interest Payment Date to Holders of record on the relevant regular record datesRegistration Defaults remain uncured. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, neither the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) nor the Shelf Registration Statement Statement, as the case may be, is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 120th date which is 150 days following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the offer and sale of the Transfer Restricted Securities within 210 days after the original issuance of the Securities, (iii) the Exchange Offer Registration Statement is declared effective, but the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities, (iv) the Company is required to file the Shelf Registration Statement in accordance with Section 2, but the Company does not so file the Shelf Registration Statement or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being immediately again effective within 30 days or being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself immediately declared effective or immediately effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (iiivi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) thento each Holder of Transfer Restricted Securities, with respect to during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such a Registration Default, the interest and such rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, up to a provided that the maximum of additional interest of rate may in no event exceed 0.50% per annum (“Additional Interest”)annum. Any amounts of Such obligation to pay Additional Interest due pursuant shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to this Section 5 will be paid in cash on all properly tendered Securities, (iii) the relevant Interest Payment Date to Holders of record on Shelf Registration Statement is declared effective or (iv) the relevant regular record datesShelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount accrual of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementwill cease.

Additional Interest. If (a) The Company and the Initial Purchaser agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if: (i) unless the Company fails to file the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated with the SEC on or prior to the 365th 90th day after the Issue Closing Date, (ii) the Exchange Registration Statement is not declared effective on or prior to the 210th day following the Closing Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), Day or is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer; (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (Aiii) the Shelf Registration Statement Exchange Offer is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission consummated on or prior to the 120th 30th day after following the date on which the Exchange Registration Statement is declared effective and the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer; (iv) a Shelf Registration Statement required to be filed pursuant to Section 2(m) is not filed on or prior to the 30th day following the Shelf Filing Deadline (or Event, or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day; (v) or (iii) any a Shelf Registration Statement that is required by this Agreement to be filed pursuant to Section 2(m) is filed and not declared effective by the 90th day after the Shelf Filing Event (or if such day is not a Business Day, the next day that is a Business Day), or is declared effective by such date but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such usable; or (vi) the Shelf Registration Statement that cures such failure and that is itself immediately declared does not remain continuously effective for the Effectiveness Period (each such event referred to in clauses (i) through (iii), vi) a “Registration Default”), Additional Interest in the form of additional cash interest (“Additional Interest”) thenwill accrue on the affected Notes and the affected Exchange Notes, with respect as applicable. The amount of Additional Interest will be equal to $0.05 per week for $1,000 principal amount of Registrable Notes for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased increasing by 0.25% $0.05 per annum and will increase by an additional 0.25% week per annum on the $1,000 principal amount of Registrable Notes with respect to each subsequent 90-day period, period up to a maximum amount of additional interest for all Registration Defaults of 0.50% $0.50 per annum week per $1,000 principal amount of Registrable Notes, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (“Additional Interest”)1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act. Any amounts of The Company will pay such Additional Interest due pursuant on regular Interest Payment Dates (as defined in the Indenture) in the same manner as other interest is paid on the Notes. Such Additional Interest will be in addition to this Section 5 any other payable from time to time with respect to the Notes. All Additional Interest will be paid in cash by the Company on the relevant Interest Payment Date next scheduled interest payment date to Holders DTC or its nominee by wire transfer of record on the relevant regular record dates. Following the cure immediately available funds or by federal funds check and to holders of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne certificated Notes by the relevant Registrable Notes will be reduced wire transfer to the original interest rate borne accounts specified by them or by mailing checks to their registered addresses if no such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall accounts have been satisfied in fullspecified. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase more than by the foregoing amounts because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date (each a “Damages Payment Date”), commencing with the first such date occurring after any such Additional Interest commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes that, upon actual receipt of any notice from the Company (x) of the happening of any event of the kind described in Section 5(d)(ii), 5(d)(iii), 5(d(iv), or 5(d)(v) hereof, or (y) that the Board of Directors of the Company (the “Board of Directors”) has resolved that a significant financing, acquisition, disposition, merger or other material transaction of the Company would be materially adversely affected, then the Company may delay the filing or the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Registration Statement or the Shelf Registration, in all cases, for a period (a “Delay Period”) expiring upon (i) in the case of the immediately preceding clause (x), such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(l) hereof or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such significant financing, acquisition, disposition, merger or other material transaction ceases to interfere with the Company’s obligations to file or maintain the effectiveness of any such Registration Statement pursuant to this Agreement or (B) 60 days after the Company notifies the Holders of such good faith determination. There shall not be more than 60 days of Delay Periods during any 12-month period. Each of the Effectiveness Period and the Applicable Period, if applicable, shall be extended by the number of days during any Delay Period. Any Delay Period will not alter the obligations of the Company to pay Additional Interest under the circumstances set forth in Section 4 hereof. In the event of any Delay Period pursuant to clause (y) of the preceding paragraph, notice shall be given as soon as practicable after the Board of Directors makes such a determination of the need for a Delay Period and shall state, to the extent practicable, an estimate of the duration of such Delay Period and shall advise the recipient thereof of the agreement of such Holder provided in the next succeeding sentence. Each Holder, by his acceptance of any Registrable Note, agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be.

Additional Interest. If (a) The Co-Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Co-Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Co-Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, Co-Issuers fail to file the Exchange Offer Registration Statement has not been Consummated with the Commission on or prior to the 365th 90th day after the Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 210th day following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), Day or is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer; (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (Aiii) the Shelf Registration Statement Exchange Offer is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission consummated on or prior to the 120th 30th day after following the date on which the Exchange Offer Registration Statement is declared effective; (iv) a Shelf Registration Statement required to be filed pursuant to Section 2(c) is not filed on or prior to the 30th day following the Shelf Filing Deadline (or Event, or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day; (v) or (iii) any a Shelf Registration Statement that is required by this Agreement to be filed pursuant to Section 2(c) is filed and not declared effective by the 90th day after the Shelf Filing Event (or if such day is not a Business Day, the next day that is a Business Day), or is declared effective by such date but shall thereafter cease ceases to be effective or fail usable, except if the Shelf Registration ceases to be effective or usable for its intended purpose without being immediately succeeded as specifically permitted by a post-effective amendment to such the penultimate paragraph of Section 5 hereof; or (vi) the Shelf Registration Statement that cures such failure and that is itself immediately declared does not remain continuously effective for the Effectiveness Period (each such event referred to in clauses (i) through (iii), vi) a “Registration Default”), Additional Interest in the form of additional cash interest (“Additional Interest”) thenwill accrue on the affected Notes and the affected Exchange Notes, with respect as applicable. The amount of Additional Interest will be equal to $0.05 per week for $1,000 principal amount of Registrable Notes for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased increasing by 0.25% $0.05 per annum and will increase by an additional 0.25% week per annum on the $1,000 principal amount of Registrable Notes with respect to each subsequent 90-day period, period up to a maximum amount of additional interest for all Registration Defaults of 0.50% $0.50 per annum week per $1,000 principal amount of Registrable Notes, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (“Additional Interest”)1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Co-Issuers without further registration under the Securities Act. Any amounts of The Company will pay such Additional Interest due pursuant on regular Interest Payment Dates (as defined in the Indenture) in the same manner as other interest is paid on the Notes. Such Additional Interest will be in addition to this Section 5 any other payable from time to time with respect to the Notes. All Additional Interest will be paid in cash by the Co-Issuers on the relevant Interest Payment Date next scheduled interest payment date to Holders DTC or its nominee by wire transfer of record on the relevant regular record dates. Following the cure immediately available funds or by federal funds check and to holders of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne certificated Notes by the relevant Registrable Notes will be reduced wire transfer to the original interest rate borne accounts specified by them or by mailing checks to their registered addresses if no such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall accounts have been satisfied in fullspecified. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase more than by the foregoing amounts because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Co-Issuers shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date (each a “Damages Payment Date”), commencing with the first such date occurring after any such Additional Interest commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the “Effectiveness Target Date”), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer by the Target Consummation Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement covering the Transfer Restricted Notes that cures such failure has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase (“Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.25% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.00% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.25% per annum and will increase of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum on of the principal amount of the Notes with respect to at the beginning of each subsequent 90-day periodperiod (or portion thereof), up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semi-annual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementapplicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All The Company shall promptly notify the Trustee of any of its obligations under this Section 5 and all obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date within 365 days (or if such 365th day is not a Business Day, the next succeeding Business Day), ) of the Closing Date; (ii) in the event the Company is required obligated to file a Shelf Registration Statement pursuant to Section 4(a) hereofStatement, (A) the a Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) required effective date specified in Section 4(a)(C)(y); or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“Additional Interest”). Any amounts , until the earlier of Additional Interest due pursuant the completion of the Exchange Offer or the effectiveness of the Shelf Registration Statement (or such Shelf Registration Statement no longer being required to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Noteseffective), after which the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after Transfer Restricted Securities. The Additional Interest shall be the sole remedy for any such reduction Registration Default. Any Additional Interest shall be paid in interest rate, a different Registration Default occurs, the same manner and at the same time as the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisionsotherwise payable on such Transfer Restricted Securities. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under SECTION 2 or SECTION 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, in the event that: (i) unless the Exchange Offer shall Issuer does not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date file (or if such 365th day is not a Business Day, the next succeeding Business Day), (iiconfidentially submit) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 120th 60th day after following the Issue Date, or cause to become effective on or prior to the 150th day following the Issue Date, the Exchange Offer Registration Statement, (ii) the Issuer is obligated to file the Initial Shelf Registration and such Initial Shelf Registration is not filed with the Commission on or prior to the 45th day following the date on which the Issuer has notice of the Shelf Filing Deadline (Event or if such 120th day Initial Shelf Registration is not a Business Day, declared effective on or prior to the next succeeding Business Day) later of the 60th day following the date on which the Issuer has notice of the Shelf Filing Event or the 180th day following the Issue Date, (iii) any the Issuer fails to consummate the Exchange Offer on or prior to the 180th day following the Issue Date, or (iv) the Shelf Registration or the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be declared effective or usable in connection with resales of Registrable Notes during the periods specified herein, except if the Shelf Registration or the Exchange Offer Registration Statement ceases to be effective or fail to be usable for its intended purpose without being immediately succeeded by as specifically permitted herein or solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement that cures to incorporate annual audited financial information with respect to the Issuer where such failure post-effective amendment is not yet effective and that is itself immediately needs to be declared effective to permit holders to use the related Prospectus or (each such event referred to in clauses (iy) through (iii), a “Registration Default”) thenother material events, with respect to the first 90Issuer, that would need to be described in such Shelf Registration or the related Prospectus and, in the case of this clause (y), the Issuer is proceeding promptly and in good faith to amend or supplement the Shelf Registration or the Exchange Offer Registration Statement and related Prospectus to describe such events (1) the filing (or confidential submission) of the Exchange Offer Registration Statement after the 60-day period immediately following described in clause (i) above, (2) the occurrence effectiveness of such the Exchange Offer Registration DefaultStatement after the 150-day period described in clause (i) above, (3) the filing (or confidential submission) of the Initial Shelf Registration after the 45-day period described in clause (ii) above, (4) the effectiveness of the Initial Shelf Registration after the 60-day period or the 180-day period, as the case may be, described in clause (ii) above, (5) the consummation of the Exchange Offer after the 180-day period described in clause (iii) above, or (6) the cure of any Registration Default described in clause (iv) above, the interest rate on borne by the Registrable Notes from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate if the Issuer is otherwise in compliance with this paragraph; provided, however, that if, after any such reduction in interest rate, a different event specified above occurs, the interest rate may again be increased by 0.25% per annum pursuant to the foregoing provisions. (b) The Issuer shall notify the Trustee within one Business Day after each and will increase by every date on which an additional 0.25% per annum on the principal amount event occurs in respect of Notes with respect which Additional Interest is required to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum be paid (“Additional Interest”an "EVENT DATE"). Any amounts of Additional Interest due pursuant to this Section 5 SECTION 4(a) hereof will be paid payable in cash semi-annually on the relevant Interest Payment Dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if occurring after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant Additional Interest commences to the foregoing provisionsaccrue. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided will be determined by multiplying the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to applicable Additional Interest with respect to rate by the principal amount of the Registrable Notes, multiplied by a Registration Default that pertains to fraction, the relevant Shelf Registration Statementnumerator 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer any Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf any such Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated within 40 days after the Shelf Filing Deadline (or if such 120th day Exchange Offer Registration Statement is not a Business Day, the next succeeding Business Day) declared effective or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company and the Guarantors hereby agree to pay additional interest to each Holder of outstanding Securities (“Additional Interest”) thenduring the period of one or more Registration Defaults, with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, the interest rate on the Registrable Notes will be increased by Default in an amount equal to 0.25% per annum and (which amount will increase be increased by an additional 0.25% per annum on the principal amount of Notes with respect to for each subsequent 90-day period, up period that any Additional Interest continue to a maximum of additional interest of 0.50accrue; provided that the amounts at which Additional Interest accrue may in no event exceed 1.0% per annum (“Additional Interest”)annum) in respect of the Transfer Restricted Securities held by such Holder until the applicable Registration Statement is filed, the Exchange Offer Registration Statement is declared effective and the Exchange Offer is Consummated or the Shelf Registration Statement is declared effective or again becomes effective, as the case may be. Any amounts of All accrued Additional Interest due pursuant to this Section 5 will be paid in cash by the Company and the Guarantors on the relevant each Interest Payment Date to Holders of record on global Securities by wire transfer of immediately available funds or by federal funds check and to holders of certificated Securities by wire transfer to the relevant regular record datesaccounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes accrual of Additional Interest will be reduced to the original interest rate borne by such Registrable Notescease; provided, however, that, if after any such reduction in interest ratethe cessation of the accrual of Additional Interest, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Additional Interest shall again be increased accrue pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission on or prior to the 365th day 180 days after the Issue Assumption Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is required and the Note Guarantors are obligated to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission (or become automatically effective) on or prior to the 120th day 180 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th 180th day is not a Business Day, the next succeeding Business Day) or (the “Shelf Registration Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to an Exchange Offer Registration Statement that has been declared effective by the Commission, or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose resales of Transfer Restricted Securities without being succeeded immediately succeeded by a post-effective amendment to such Shelf Registration Statement Statement, or an amendment or supplement to the Prospectus forming a part thereof, that cures such failure and that that, in the case of any such post-effective amendment, is itself immediately declared or becomes automatically effective (other than during a Blackout Period ) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Note Guarantors hereby agree that the interest rate borne by the affected Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum annum. Immediately upon the earlier of (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following y) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities and (z) the date on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Registrable Notes will such Transfer Restricted Securities shall be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes such Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a Holder failure of Registrable Notes that has not provided the information required pursuant Company and the Note Guarantors to Section 4(b) hereof within obtain a Shelf Registration Statement by the time period set forth therein Shelf Registration Statement Effectiveness Target Date only to those Holders who shall not be entitled to Additional Interest have their Transfer Restricted Securities registered pursuant to the first paragraph of Section 4(a) hereof. All obligations of the Company and the Note Guarantors set forth in the first paragraph of this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Registration Default that pertains Transfer Restricted Security shall survive until such time as all such obligations with respect to the relevant Shelf Registration Statementsuch security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Notes will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) unless the Exchange Offer shall applicable Registration Statement is not be permissible under filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the SEC on or prior to the 365th day date specified herein for such effectiveness after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day)obligation arises, (iiiii) in if the event the Company Exchange Offer is required to file a Shelf be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded immediately succeeded by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.250.5% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, up to a maximum amount of additional interest of 0.502.0% per annum (“Additional Interest”)with respect to all Registration Defaults. Any amounts Following the cure of a Registration Default, the accrual of Additional Interest due pursuant with respect to this Section 5 such Registration Default will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following cease and upon the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced revert to the original interest rate borne by rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent 13 14 under such Registrable Notes; provided, however, that, if after other indenture under which any such reduction in interest rate, a different Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default occurs, Default. The Company shall pay the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and due on the Transfer Restricted Notes by depositing with the paying agent (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest with respect shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default that pertains to the relevant Shelf Registration StatementDefault.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 330 days after the Issue Date or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securi- ties will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Security at the time such security ceases to be a Registrable Note Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes Securities that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect) as a reasonable estimate of such damages and the sole remedy of the Holders with respect thereto: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been Consummated filed on or prior to the 365th day after Filing Date applicable thereto or (B) notwithstanding that the Issue Date (Issuers have consummated or if such 365th day is not a Business Daywill consummate the Exchange Offer, the next succeeding Business Day), (ii) in the event the Company is Issuers are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the and such Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th Filing Date applicable thereto, then, commencing on the day after the Shelf any such Filing Deadline (or if such 120th day is not a Business DayDate, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but Additional Interest shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate accrue on the Registrable principal amount of the Notes will be increased by at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and will such Additional Interest rate shall increase by an additional 0.25% per annum on at the principal amount beginning of Notes with respect to each subsequent 90-day period; or (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, up the Issuers are required to file a maximum Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of additional interest the Notes at a rate of 0.500.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the effectiveness of the Exchange Offer Registration Statement or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) the day following the 45th day after the effectiveness of the Exchange Offer Registration Statement, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Additional InterestEvent Date”). Any amounts of Additional Interest due pursuant to clause (a) of this Section 5 4 will be paid payable in cash on each January 15 and July 15 (to the relevant Interest Payment Date to Holders holders of record on January 1 and July 1 immediately preceding such dates), commencing with the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by first such Registrable Notes; provided, however, that, if date occurring after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant Additional Interest commences to the foregoing provisionsaccrue. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) will be determined based on a Holder year made up of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to 360 days consisting of twelve 30-day months. No Additional Interest shall accrue with respect to a Registration Default Notes that pertains to the relevant Shelf Registration Statementare not Registrable Notes.

Additional Interest. If In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3 (a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Registrable Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Registrable Securities as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by Default in an amount equal to 0.25% per annum and of the principal amount of the Securities. The rate of additional Interest will increase by an additional 0.25% per annum on of the principal amount -9- of the Securities for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.00% of the principal amount of Notes the Securities. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Notes; providedSecurities, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Securities entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementapplicable Event Date.

Additional Interest. If (i) unless In the event that (A) the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (B) the applicable Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the "Effectiveness Target Date"), (C) the Exchange Offer shall not is required to be permissible under applicable law or Commission policy, consummated hereunder and the Company fails to consummate the Exchange Offer within 30 business days of the effectiveness date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (D) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or fail usable (other than due to be usable for its intended purpose a Suspension Event) during the periods specified herein without being immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Transfer Restricted Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (iA) through (iiiD), a “"Registration Default”) then"), then the Company shall pay, jointly and severally, liquidated damages to each Holder of Transfer Restricted Securities as to which such Registration Default relates ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default or Defaults is continuing immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by in an amount equal to 0.25% per annum and of the principal amount of the Securities. The amount of Additional Interest will increase in- crease by an additional 0.25% per annum on of the principal amount of Notes with respect to the Securities for each subsequent 90-day periodperiod (or portion thereof) while a Registration Default or Defaults is continuing until all Registration Defaults have been cured, up to a an aggregate maximum amount of additional interest of 0.501.00% per annum (“Additional Interest”)of the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 will shall be paid in cash computed based on the relevant Interest Payment Date to Holders actual number of record on the relevant regular record datesdays elapsed during which any such Registration Default or Defaults exist. Following the cure of all a Registration Defaults relating to any particular Registrable NotesDefault, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations accrual of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a such Registration Default that pertains will cease. Additional Interest pursuant to this Section 2(e) shall be the exclusive monetary remedy available to the relevant Shelf Holders of the Securities in respect of any Registration StatementDefault. Additional Interest will not accrue and be payable as set forth above during any Suspension Period to the extent such Suspension Period does not exceed 45 days in any 12-month period. (ii) The Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). All accrued Additional Interest shall be paid to the holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each interest payment date, as more fully set forth in the Indenture and the Securities. The amount of Additional Interest will be determined by multiplying the applicable additional interest rate by the principal amount of the 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. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business DayXxxxx 00, the next succeeding Business Day)0000, (iixx) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 days of the date on which the Exchange Offer Registration Statement has not been Consummated on is declared effective or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Transfer Restricted Notes which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.50% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.50% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.250.50% per annum and will increase by an additional 0.25% per annum on of the principal amount of the Notes with respect for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.50% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of additional interest 1.50% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementapplicable Event Date.

Additional Interest. (a) If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after following the Issue Date, the Shelf Filing Deadline Registration Statement has not been filed with the Commission, (ii) on or if such 120th prior to the 180th day following the Issue Date, the Shelf Registration Statement is not a Business Daydeclared effective under the Securities Act by the Commission, the next succeeding Business Day) or (iii) any except as provided in Section 2(c) hereof, the Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such disability being immediately succeeded cured within 10 Business Days by a an effective post-effective amendment to such the Shelf Registration Statement Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and that is itself immediately declared effective failure, or (iv) prior to or on the 45th or 60th day as the case may be, of any Suspension Period, such suspension has not been terminated or any Suspension Periods exceed an aggregate of 90 days in any 360-day period, ( each such event referred to in clauses (i) through (iiia "Registration Default"), a “Registration Default”) then, with respect the Company will pay interest in addition to the first 90-interest then payable on the Notes, ("Additional Interest"), from and including the day period immediately following the occurrence date of such Registration DefaultDefault to but excluding the day on which such Registration Default is cured, the interest at an annual rate equal to 0.5% on the Registrable Notes will be increased by 0.25% per annum and will Applicable Amount, which rate shall increase by an additional 0.250.5% per annum on the principal amount of Notes with respect to each subsequent 90-day periodevery 90 days that such Registration Default is continuing, up to provided that such Additional Interest shall under no circumstances exceed a maximum rate of additional interest of 0.502.0% per annum annum. (“b) So long as any Securities remain outstanding, the Company shall notify the Trustee within 2 Business Days after each and every date on which an event occurs in respect of which Additional Interest”)Interest is required to be paid. Any amounts of Additional Interest due pursuant to clause (a) of this Section 5 7 will be paid payable in cash semi-annually in arrears on each Additional Interest Payment Date, commencing with the relevant first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Securities that are Registrable Securities. All accrued Additional Interest shall be paid by the Company to Record Holders of record Registrable Securities on the relevant regular record dateseach Additional Interest Payment Date by wire transfer of immediately available funds or by federal bank check. Following the cure of The Company agrees to deliver all Registration Defaults relating to any particular Registrable Notesnotices, the interest rate borne certificates and other documents contemplated by the relevant Registrable Notes will be reduced to Indenture in connection with the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisionspayment of Additional Interest. All obligations of the Company set forth in the preceding paragraph this Section 7 that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Security shall survive until such time as all such obligations with respect to such security Registrable Security shall have been satisfied in full. Notwithstanding the foregoing; provided, (i) the amount of however, that Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and cease to accrue on the day immediately prior to the date such Registrable Security ceases to be a Registrable Security. (iic) a Holder Except as provided in Section 8(a) hereof, the Additional Interest set forth in this Section 7 will be the exclusive remedy available to the Holders of Registrable Notes that has not provided Securities for such Registration Default. In no event will the information Company be required pursuant to Section 4(b) hereof within pay Additional Interest in excess of the time period applicable maximum rate of 2.00% per annum set forth therein shall not be entitled to Additional Interest with respect to a above, regardless of whether one or multiple Registration Default that pertains to the relevant Shelf Registration StatementDefaults exist.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission (or become automatically effective) on or prior to the 365th day 455 days after the Issue Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission (or become automatically effective) on or prior to the 120th day later of 40 days after the obligation to file a Shelf Filing Deadline Registration Statement arises and 455 days after the Closing Date (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Target Date, the next succeeding “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Day) Days after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail fails to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (the “Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein Transfer Restricted Securities shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant a Shelf Registration StatementStatement required pursuant to Section 4(a)(ii) above only if such Holder shall have made the request required by Section 4(a)(ii) on a timely basis. All obligations of the Issuer and the Guarantors set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf any of such Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement Statements has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Shelf Filing Deadline (or if such 120th day is not a Business Day, Effectiveness Target Date with respect to the next succeeding Business Day) Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately and such Registration Statement is not succeeded within 10 days by a post-effective amendment to such Registration Statement that cures such ineffectiveness or failure and that is itself immediately within 10 days of filing declared effective effective; provided that with respect to a Shelf Registration Statement that the Company and the Guarantors are required to keep effective, pursuant to Section 4 hereof, the Company and the Guarantors may suspend such Shelf Registration Statement in excess of the periods set forth in clause (iv) above so long as such suspensions do not exceed 30 days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the relevant Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such the first Registration Default, the interest rate on the Registrable Notes will Default (regardless of how many Registration Defaults shall have occurred and be increased continuing) and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum (“Additional Interest”regardless of how many Registration Defaults shall have occurred and be continuing). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations Notwithstanding anything to the contrary herein, in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, all Registration Defaults with respect to such Shelf Registration Statement will be deemed cured upon consummation of the Company set forth in Exchange Offer (it being understood that the foregoing shall not apply to any Shelf Registration Statement to the extent required to be filed to register any Transfer Restricted Securities pursuant to Section 4(a)(iii) hereof). Any additional interest pursuant to the preceding paragraph that are outstanding is accrued and unpaid with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive remain an outstanding obligation of the Company until such time as all such obligations with respect to such security shall have interest has been satisfied paid in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fails to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has is not been Consummated filed with the Commission on or prior to the 365th 60th day after following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), , (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Exchange Offer Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 150th day after following the Shelf Filing Deadline (or Issue Date or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or , (iii) any the Exchange Offer is not consummated or a Shelf Registration Statement required by this Agreement is filed and not declared effective on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but shall is not filed within the time period specified in Section 3(a), is not declared effective within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter cease ceases to be effective or fail usable, except if the Shelf Registration ceases to be effective or usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective as specifically permitted the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iii), iv) a “Registration Default”), additional interest in the form of additional cash interest (“Additional Interest”) then, with respect to will accrue on the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) with respect to this Section 5 will each Registrable Note, the date on which such Registrable Note ceases to be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record datesa Registrable Note. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases Registration Default and shall increase in the manner and be subject to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied the maximum Additional Interest rate contained in fullthe preceding sentence. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration Statement (e.g., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “Additional Interest Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) unless any of the Exchange Offer shall Registration Statements required by this Agreement is not be permissible under applicable law or filed with the Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf any of such Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement Statements has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated within 365 days after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) Closing Date or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement or a prospectus supplement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25 per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum rate of additional interest of 0.501.00% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record datesannum. Following the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated within 360 days after the Issue Date or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Security at the time such security ceases to be a Registrable Note Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes Securities that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Notes will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) unless the Exchange Offer shall applicable Registration Statement is not be permissible under filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the SEC on or prior to the 365th day date specified herein for such effectiveness after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day)obligation arises, (iiiii) in if the event the Company Exchange Offer is required to file a Shelf be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded immediately succeeded by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.250.5% per annum and will increase by an additional 0.250.5% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, up to a maximum amount of additional interest of 0.501.0% per annum (“Additional Interest”)with respect to all Registration Defaults. Any amounts Following the cure of a Registration Default, the accrual of Additional Interest due pursuant with respect to this Section 5 such Registration Default will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following cease and upon the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced revert to the original interest rate borne by rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such Registrable Notes; provided, however, that, if after other indenture under which any such reduction in interest rate, a different Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default occurs, Default. The Company shall pay the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and due on the Transfer Restricted Notes by depositing with the paying agent (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest with respect shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default that pertains to the relevant Shelf Registration StatementDefault.

Additional Interest. If The Indenture executed in connection with the Securities will provide that in the event that either (ia) unless the Exchange Offer shall Registration Statement is not be permissible under applicable law filed with the Commission on or Commission policyprior to the 60th calendar day following the date of original issue of the Securities, (b) the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th calendar day following the date of original issue of the Securities , (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Securities or a Shelf Registration Statement is not declared effective prior to the 120th day following the date the obligation to file such Shelf Registration Statement arises or (d) after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is has been filed and declared effective but effective, the Shelf Registration Statement is unusable by the Holders for any reason during the Effectiveness Period, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall thereafter cease to be effective or fail to not be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective exceeds 30 days in the aggregate (each such event referred to in clauses (ia) through (iii)d) above, a “"Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default"), the interest rate on borne by the Registrable Notes will Securities shall be increased ("Additional Interest") by 0.25% per annum and upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod that such Additional Interest continues to accrue under any such circumstance, up to a provided that the maximum of additional aggregate increase in the interest of 0.50rate will in no event exceed 0.5% per annum (“Additional Interest”)annum. Any amounts of Additional Interest due pursuant to this Section 5 will shall be paid in cash computed based on the relevant Interest Payment Date to Holders actual number of record on the relevant regular record datesdays elapsed in each period in which a Registration Default occurs. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the accrual of Additional Interest will cease and the interest rate borne by the relevant Registrable Notes will be reduced revert to the original rate. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest rate borne by such Registrable Notes; providedpayment date, however, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Securities entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementapplicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 270th day after the Issue Date (or if such 365th 270th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 330 days after the Issue Date or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Security at the time such security ceases to be a Registrable Note Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes Securities that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has is not been Consummated filed with the Commission on or prior to the 365th 90th day after following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), , (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Exchange Offer Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 180th day after following the Shelf Filing Deadline (or Issue Date or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or , (iii) any the Exchange Offer is not consummated or a Shelf Registration Statement required by this Agreement is filed and not declared effective on or prior to the 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but shall is not declared effective on or prior to the Effectiveness Deadline or, if that day is not a Business Day, the next day that is a Business Day, or is declared effective by such Effectiveness Deadline but thereafter cease ceases to be effective or fail usable, except if the Shelf Registration ceases to be effective or usable for its intended purpose without being immediately succeeded as specifically permitted by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iii), iv) a “Registration Default”), additional interest in the form of additional cash interest (“Additional Interest”) then, with respect to will accrue on the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant to this Section 5 will be paid in cash of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the relevant Interest Payment Date to earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of record on the relevant regular record datesIssuers without further registration under the Securities Act. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullRegistration Default. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration Statement (e.g., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each June 15th and December 15th (each a “Additional Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes entitled to Additional Interest hereunder that are outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (a) The Company, the Guarantors and the ------------------- Initial Purchasers agree that the Holders will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been Consummated on or prior to filed with the 365th day SEC within 90 days after the Issue Date or (B) notwithstanding that the Company and the Guarantors have consummated or if such 365th day is not a Business Daywill consummate an Exchange Offer, the next succeeding Business Day), (ii) in Company and the event the Company is Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the and such Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th Filing Date applicable thereto, then, commencing on the day after the Shelf any such Filing Deadline (or if such 120th day is not a Business DayDate, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but Additional Interest shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum accrue on the principal amount of the Notes with respect to at a rate of .50% per annum for the first 90 days immediately following each such Filing Date, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, up the Company and the Guarantors are required to file a maximum Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of additional interest such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of 0.50the Notes at a rate of .50% per annum for the first 90 days immediately following the day after such Effectiveness Date, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; and (“iii) if (A) the Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest”Interest shall accrue on the principal amount of the Notes at a rate of .50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest on the Notes may not accrue under -------- ------- more than one of the foregoing clauses (i), (ii) or (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing -------- ------- ------- of the Exchange Offer Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (a)(iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Note is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security. (b) The Company and the Guarantors shall notify the Trustee within two business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts ---------- of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 5 4 will be paid payable in cash semi-annually on each June 1 and December 1 (to the relevant Interest Payment Date to Holders holders of record on the relevant regular record May 15 and November 15 immediately preceding such dates. Following ), commencing with the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by first such Registrable Notes; provided, however, that, if date occurring after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant Additional Interest commences to the foregoing provisionsaccrue. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided will be determined by multiplying the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to applicable Additional Interest with respect to rate by the principal amount of the Registrable Notes, multiplied by a Registration Default that pertains to fraction, the relevant Shelf Registration Statementnumerator 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fails to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has is not been Consummated filed with the Commission on or prior to the 365th 120th day after following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), , (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Exchange Offer Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 180th day after following the Shelf Filing Deadline (or Issue Date or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or , (iii) any the Exchange Offer is not consummated or a Shelf Registration Statement required by this Agreement is filed and not declared effective on or prior to the 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but shall is not filed within the time period specified in Section 3(a), is not declared effective within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter cease ceases to be effective or fail usable, except if the Shelf Registration ceases to be effective or usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective as specifically permitted the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iii), iv) a “Registration Default”), additional interest (“Additional Interest”) then, with respect to will accrue on the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) with respect to this Section 5 will each Registrable Note, the date on which such Registrable Note ceases to be paid in cash on a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the relevant Interest Payment Date to Holders of record on Issuers without further registration under the relevant regular record datesSecurities Act. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases Registration Default and shall increase in the manner and be subject to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied the maximum Additional Interest rate contained in fullthe preceding sentence. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable accruing shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration Statement (e.g., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest shall accrue. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the Accreted Value of all such Registrable Notes outstanding on the Additional Interest Accrual Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Accrual Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. All Additional Interest that accrues on any Registrable Note prior to September 1, 2008 will be payable on the date on which the entire principal portion of such Note is repaid. Any Additional Interest that accrues on any Registrable Note prior to such time will be compounded semiannually on the dates on which the accreted principal of the Notes compounds (each an “Additional Interest Accrual Date”), and to the extent compounded will accrue interest at the rate applicable to the Notes. All Additional Interest accruing on the Notes on or after September 1, 2008, as well as all interest accruing on or after September 1, 2008 on the amount which has accrued in respect of Additional Interest as of September 1, 2008, will be payable in cash on each scheduled interest payment date for the Notes.

Additional Interest. If In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 days of the date on which the Exchange Offer Registration Statement has not been Consummated on is declared effective or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3 (a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Transfer Restricted Notes which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.50% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.50% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.250.50% per annum and will increase by an additional 0.25% per annum on of the principal amount of the Notes with respect for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.50% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of additional interest 1.50% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementapplicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the Commission on or prior to the 365th day 180 days after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day“Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is and the Note Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission (or become automatically effective) on or prior to the 120th day 180 days after the obligation to file a Shelf Filing Deadline Registration Statement arises (or if such 120th day is not a Business Daythe “Shelf Registration Effectiveness Target Date”), the next succeeding Business Day) or (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to an Exchange Offer Registration Statement that has been declared effective by the Commission, or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared or becomes automatically effective (other than during a Blackout Period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Note Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50but in no event shall such increase exceed 1.00% per annum annum. Immediately upon the earlier of (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following y) the cure of all Registration Defaults relating to any particular Registrable NotesTransfer Restricted Securities and (z) the date on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities will be reduced to the original interest rate borne by such Registrable NotesTransfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a Holder failure of Registrable Notes that has not provided the information required Company and the Note Guarantors to obtain a Shelf Registration Statement by the Shelf Registration Statement Effectiveness Target Date only to those Holders who sought to have their Transfer Restricted Securities registered pursuant to the first paragraph of Section 4(b4(a) hereof within hereof. All obligations of the time period Company and the Note Guarantors set forth therein shall not be entitled to Additional Interest in the first paragraph of this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Registration Default that pertains Transfer Restricted Security shall survive until such time as all such obligations with respect to the relevant Shelf Registration Statementsuch security shall have been satisfied in full.

Additional Interest. If (a) The Company, the Guarantors and the Initial Purchaser agree that the Holders will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has not been Consummated on or prior to filed with the 365th day SEC within 90 days after the Issue Date or (B) notwithstanding that the Company and the Guarantors have consummated or if such 365th day is not a Business Daywill consummate an Exchange Offer, the next succeeding Business Day), (ii) in Company and the event the Company is Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the and such Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th Filing Date applicable thereto, then, commencing on the day after the Shelf any such Filing Deadline (or if such 120th day is not a Business DayDate, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but Additional Interest shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum accrue on the principal amount of the Notes with respect to at a rate of [0.50%] per annum for the first 90 days immediately following each such Filing Date, such Additional Interest rate increasing by an additional [0.50%] per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company and the Guarantors have consummated or will consummate the Exchange Offer, up the Company and the Guarantors are required to file a maximum Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of [0.50%] per annum for the first 90 days immediately following the day after such Effectiveness Date, such Additional Interest rate increasing by an additional interest [0.50%] per annum at the beginning of each subsequent 90-day period; and (iii) if (A) the Company and the Guarantors have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (“x) 211th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest”Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.5% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (a)(iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Note is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security. (b) The Company and the Guarantors shall notify the Trustee within two business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 5 4 will be paid payable in cash semi-annually on each May 15 and November 15 (to the relevant Interest Payment Date to Holders holders of record on the relevant regular record May 1 and November 1 immediately preceding such dates. Following ), commencing with the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by first such Registrable Notes; provided, however, that, if date occurring after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant Additional Interest commences to the foregoing provisionsaccrue. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided will be determined by multiplying the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to applicable Additional Interest with respect to rate by the principal amount of the Registrable Notes, multiplied by a Registration Default that pertains to fraction, the relevant Shelf Registration Statementnumerator 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business DayMay 6, the next succeeding Business Day)2025, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under SECTION 2 or SECTION 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, in the event that: (i) unless the Exchange Offer shall Issuer does not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date file (or if such 365th day is not a Business Day, the next succeeding Business Day), (iiconfidentially submit) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by with the Commission on or prior to the 60th day following the Issue Date, or cause to become effective on or prior to the 120th day after following the Issue Date, the Exchange Offer Registration Statement, (ii) the Issuer is obligated to file the Initial Shelf Registration and such Initial Shelf Registration is not filed with the Commission on or prior to the 45th day following the date on which the Issuer has notice of the Shelf Filing Deadline (Event or if such 120th day Initial Shelf Registration is not a Business Day, declared effective on or prior to the next succeeding Business Day) later of the 60th day following the date on which the Issuer has notice of the Shelf Filing Event or the 150th day following the Issue Date, (iii) any the Issuer fails to consummate the Exchange Offer on or prior to the 150th day following the Issue Date, or (iv) the Shelf Registration or the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be declared effective or usable in connection with resales of Registrable Notes during the periods specified herein, except if the Shelf Registration or the Exchange Offer Registration Statement ceases to be effective or fail to be usable for its intended purpose without being immediately succeeded by as specifically permitted herein or solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement that cures to incorporate annual audited financial information with respect to the Issuer where such failure post-effective amendment is not yet effective and that is itself immediately needs to be declared effective to permit holders to use the related Prospectus or (each such event referred to in clauses (iy) through (iii), a “Registration Default”) thenother material events, with respect to the first 90Issuer, that would need to be described in such Shelf Registration or the related Prospectus and, in the case of this clause (y), the Issuer is proceeding promptly and in good faith to amend or supplement the Shelf Registration or the Exchange Offer Registration Statement and related Prospectus to describe such events (1) the filing (or confidential submission) of the Exchange Offer Registration Statement after the 60-day period immediately following described in clause (i) above, (2) the occurrence effectiveness of such the Exchange Offer Registration DefaultStatement after the 120-day period described in clause (i) above, (3) the filing (or confidential submission) of the Initial Shelf Registration after the 45-day period described in clause (ii) above, (4) the effectiveness of the Initial Shelf Registration after the 60-day period or the 150-day period, as the case may be, described in clause (ii) above, (5) the consummation of the Exchange Offer after the 150-day period described in clause (iii) above, or (6) the cure of any Registration Default described in clause (iv) above, the interest rate on borne by the Registrable Notes from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate if the Issuer is otherwise in compliance with this paragraph; provided, however, that if, after any such reduction in interest rate, a different event specified above occurs, the interest rate may again be increased by 0.25% per annum pursuant to the foregoing provisions. (b) The Issuer shall notify the Trustee within one Business Day after each and will increase by every date on which an additional 0.25% per annum on the principal amount event occurs in respect of Notes with respect which Additional Interest is required to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum be paid (“Additional Interest”an "EVENT DATE"). Any amounts of Additional Interest due pursuant to this Section 5 SECTION 4(A) hereof will be paid payable in cash semi-annually on the relevant Interest Payment Dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if occurring after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant Additional Interest commences to the foregoing provisionsaccrue. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided will be determined by multiplying the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to applicable Additional Interest with respect to rate by the principal amount of the Registrable Notes, multiplied by a Registration Default that pertains to fraction, the relevant Shelf Registration Statementnumerator 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer any Registration Statement has required by this Agreement is not been Consummated filed with the Commission on or prior to the 365th day after the Issue Date (or if date specified for such 365th day is not a Business Day, the next succeeding Business Day)filing in this Agreement, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf any such Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated within 40 days after the Shelf Filing Deadline (or if such 120th day Exchange Offer Registration Statement is not a Business Day, the next succeeding Business Day) declared effective or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company and the Guarantors hereby agree to pay additional interest to each Holder of outstanding Securities (“Additional Interest”) thenduring the period of one or more Registration Defaults, with respect to the first 90-day period immediately following the occurrence of such the first Registration Default, the interest rate on the Registrable Notes will be increased by Default in an amount equal to 0.25% per annum and (which amount will increase be increased by an additional 0.25% per annum on the principal amount of Notes with respect to for each subsequent 90-day period, up period that any Additional Interest continues to a maximum of additional interest of 0.50accrue; provided that the amounts at which Additional Interest accrue may in no event exceed 1.0% per annum (“Additional Interest”)annum) in respect of the Transfer Restricted Securities held by such Holder until the applicable Registration Statement is filed, the Exchange Offer Registration Statement is declared effective and the Exchange Offer is Consummated or the Shelf Registration Statement is declared effective or a Registration Statement again becomes effective, as the case may be. Any amounts of All accrued Additional Interest due pursuant to this Section 5 will be paid in cash by the Company and the Guarantors on the relevant each Interest Payment Date to Holders of record on global Securities by wire transfer of immediately available funds or by federal funds check and to holders of certificated Securities by wire transfer to the relevant regular record datesaccounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults relating to any particular Registrable NotesDefaults, the interest rate borne by the relevant Registrable Notes accrual of Additional Interest will be reduced to the original interest rate borne by such Registrable Notescease; provided, however, that, if after any such reduction in interest ratethe cessation of the accrual of Additional Interest, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Additional Interest shall again be increased accrue pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Transfer Restricted Security at the time such security ceases to be a Registrable Note Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fails to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has is not been Consummated filed with the Commission on or prior to the 365th 150th day after following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), , (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Exchange Offer Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 240th day after following the Shelf Filing Deadline (or Issue Date or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or , (iii) any the Exchange Offer is not consummated on or prior to the 270th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day, or (iv) the Shelf Registration Statement is required by this Agreement to be filed but is filed and not declared effective on or prior to the later of (x) the 270th day following the Issue Date and (y) the 90th day after the filing of the Shelf Registration Statement, or, if any such day is not a Business Day, the next day that is a Business Day, or is declared effective by such date but shall thereafter cease ceases to be effective or fail fails to be usable, except if such Shelf Registration Statement is not declared effective due to a delayed filing or ceases to be effective or fails to be usable for its intended purpose without being immediately succeeded as specifically permitted by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective the penultimate paragraph of Section 5 hereof. (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), additional interest in the form of additional cash interest ("ADDITIONAL INTEREST") thenwill accrue on the affected Notes and the affected Exchange Notes, with respect to as applicable. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant to this Section 5 will be paid in cash of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the relevant Interest Payment Date to earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of record on the relevant regular record datesIssuers without further registration under the Securities Act. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullRegistration Default. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes, Exchange Notes that or Private Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (I.E., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each February 15 and August 15 (each a "ADDITIONAL INTEREST PAYMENT DATE"), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes (other than Holders not entitled to Additional Interest pursuant to clause (2) of the preceding paragraph). The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If In the event that (i) unless the applicable Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer by the Target Consummation Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement covering the Transfer Restricted Notes that cures such failure has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on the Transfer Restricted Notes as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.25% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.00% of the principal amount of the Notes. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate on borne by the Registrable Notes will be increased by 0.25% per annum and will increase of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum on of the principal amount of the Notes with respect to at the beginning of each subsequent 90-day periodperiod (or portion thereof), up to a maximum amount of additional interest 1.00% of 0.50% per annum (“Additional Interest”)the principal amount of the Notes. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on Upon the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Shelf Registration Defaults relating to any particular Registrable NotesStatement once again becoming usable, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Registrable depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes; provided, howeveron or before the applicable semi-annual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Notes entitled to receive the interest rate borne by the relevant Registrable Notes shall again payment to be increased pursuant to the foregoing provisions. All obligations of the Company paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided including the information required pursuant to Section 4(b) hereof within day following the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statementapplicable Event Date.

Additional Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has is not been Consummated filed with the Commission on or prior to the 365th 90th day after following the Issue Date (or or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), , (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Exchange Offer Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 180th day after following the Shelf Filing Deadline (or Issue Date or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or , (iii) any the Exchange Offer is not consummated or a Shelf Registration Statement required by this Agreement is filed and not declared effective on or prior to the 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration Statement is required to be filed but shall is not declared effective on or prior to the Effectiveness Deadline or, if that day is not a Business Day, the next day that is a Business Day, or is declared effective by such Effectiveness Deadline but thereafter cease ceases to be effective or fail usable, except if the Shelf Registration ceases to be effective or usable for its intended purpose without being immediately succeeded as specifically permitted by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective the penultimate paragraph of Section 5 hereof (each such event referred to in clauses (i) through (iiiiv) a "Registration Default"), a “Registration Default”additional interest in the form of additional cash interest ("Additional Interest") then, with respect to will accrue on the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant to this Section 5 will be paid in cash of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the relevant Interest Payment Date to earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of record on the relevant regular record datesIssuers without further registration under the Securities Act. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in fullRegistration Default. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration Statement (e.g., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each May 15 and November 15 (each a "Additional Payment Date"), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of all such Registrable Notes entitled to Additional Interest hereunder that are outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If In the event that (i) unless the applicable ------------------- Registration Statement is not filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement is not declared effective on or prior to the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), ------------------------- (iii) if the Exchange Offer shall not is required to be permissible under applicable law or Commission policyconsummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement has not been Consummated on or prior to (iv) the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective prior to the Effectiveness Target Date but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately succeeded by a post-effective amendment to such an additional Registration Statement that cures such failure covering the Registrable Securities which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest -------------------- rate on the Registrable Securities as to which such Registration Default relates will increase ("Additional Interest"), with respect to the first 90-day period ------------------- (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by in an amount equal to 0.25% per annum and of the principal amount of the Securities. The rate of additional Interest will increase by an additional 0.25% per annum on of the principal amount of Notes with respect to the Securities for each subsequent 90-day periodperiod (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a an aggregate maximum increase in the interest rate of additional interest of 0.501.00% per annum (“Additional Interest”)of the principal amount of the Securities. Any amounts of Additional Interest due pursuant to this Section 5 will shall be paid in cash computed based on the relevant Interest Payment Date to Holders actual number of record on the relevant regular record datesdays elapsed during which any such Registration Defaults exist. Following the cure of all a Registration Defaults relating to any particular Registrable NotesDefault, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations accrual of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a such Registration Default that pertains will cease and the interest will revert to the relevant Shelf Registration Statementoriginal rate. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be ---------- paid in arrears by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable in arrears on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not become or been Consummated declared effective by the Commission on or prior to the 365th 180th day after the Issue Date (or if such 365th 180th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer has not been Consummated within 270 days after the Issue Date or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”) then), with respect to the first Company and the Guarantors hereby agree that the interest rate borne by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such any Registration Default, the interest rate on the Registrable Notes will be increased Default and shall increase by 0.25% per annum and will increase by an additional 0.25% per annum on at the principal amount end of Notes with respect to each subsequent 90-day periodperiod (such increases, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable NotesSecurities, the interest rate borne by the relevant Registrable Notes Securities will be reduced to the original interest rate borne by such Registrable NotesSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Note Security at the time such security ceases to be a Registrable Note Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes Securities that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to the 365th day after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”) then, with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Notes will suffer damages if the Issuer fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) unless the Exchange Offer shall applicable Registration Statement is not be permissible under filed with the SEC on or prior to the date specified herein for such filing, (ii) the applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated declared effective by the SEC on or prior to the 365th day date specified herein for such effectiveness after the Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day)obligation arises, (iiiii) in if the event the Company Exchange Offer is required to file a Shelf be Consummated hereunder, the Issuer has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded immediately succeeded by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”) then"), then the interest rate on Transfer Restricted Notes will increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, the interest rate on the Registrable Notes will be increased by 0.250.5% per annum and will increase by an additional 0.250.5% per annum on the principal amount of Notes with respect to each subsequent 90-day periodperiod until such Registration Default has been cured, up to a maximum amount of additional interest of 0.502.0% per annum (“Additional Interest”)with respect to all Registration Defaults. Any amounts Following the cure of a Registration Default, the accrual of Additional Interest due pursuant with respect to this Section 5 such Registration Default will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following cease and upon the cure of all Registration Defaults relating to any particular Registrable Notes, the interest rate borne by the relevant Registrable Notes will be reduced revert to the original interest rate borne by rate. (b) The Issuer shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such Registrable Notes; provided, however, that, if after other indenture under which any such reduction in interest rate, a different Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default occurs, Default. The Issuer shall pay the interest rate borne by the relevant Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and due on the Transfer Restricted Notes by depositing with the paying agent (ii) a Holder of Registrable Notes that has not provided the information required pursuant to Section 4(b) hereof within the time period set forth therein which shall not be the Issuer for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest with respect shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default that pertains to the relevant Shelf Registration StatementDefault.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if: (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated filed on or prior to the 365th 270th day after following the Issue Date (or Date, or, if such 365th that day is not a Business Day, the next succeeding day that is a Business Day), ; or (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Exchange Offer Registration Statement has not become or been declared effective by the Commission on or prior to the 120th 330th day after following the Shelf Filing Deadline (or Issue Date, or, if such 120th that day is not a Business Day, the next succeeding day that is a Business Day) or ; or (iii) any the Exchange Offer is not consummated on or prior to the 370th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (iv) the Shelf Registration is required to be filed but is not declared effective within the time period specified in Section 3(b)(x), or (v) the Exchange Offer Registration Statement required by this Agreement or Shelf Registration Statement, as the case may be, is filed and declared effective by the date required hereunder but shall thereafter cease ceases to be effective or fail usable during the Applicable Period, with respect to an Exchange Offer Registration Statement, or the Effectiveness Period, with respect to a Shelf Registration Statement (unless the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, ceases to be effective or usable for its intended purpose without being immediately succeeded as specifically permitted by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective the penultimate paragraph of Section 5 hereof), (each such event referred to in clauses (ii)-(v) through (iiia "Registration Default"), a “Registration Default”additional interest ("Additional Interest") then, with respect to will accrue on the Accreted Value of the affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of such a Registration Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum and will increase increasing by an additional 0.25% per annum on the principal amount of Notes with respect to each subsequent 90-day period, period up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts amount of Additional Interest due pursuant of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to this Section 5 will be paid in cash on a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the relevant Interest Payment Date to Holders of record on Company without further registration under the relevant regular record datesSecurities Act. Following If, after the cure of all Registration Defaults relating to any particular Registrable Notesthen in effect, there is a subsequent Registration Default, the interest rate borne by the relevant Registrable Notes will be reduced to the original interest rate borne by of Additional Interest for such Registrable Notes; provided, however, that, if after any such reduction in interest rate, a different subsequent Registration Default occurs, the interest rate borne by the relevant Registrable Notes shall again initially be increased pursuant to the foregoing provisions. All obligations 0.25% regardless of the Company set forth rate in the preceding paragraph that are outstanding effect with respect to any Registrable Note prior Registration Default at the time of cure of such security ceases Registration Default and shall increase in the manner and be subject to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied the maximum Additional Interest rate contained in fullthe preceding sentence. Notwithstanding the foregoing, (i1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any given time and (ii2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not provided the information required pursuant elected to Section 4(binclude information) hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration StatementRegistration. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest shall accrue. The amount of Additional Interest for Registrable Notes will be determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed. All Additional Interest that accrues on any Registrable Note prior to September 1, 2009 will be payable on the date on which the entire principal amount of such Note is repaid. Any Additional Interest that accrues on any Registrable Note prior to such time will be compounded semiannually on the dates on which the accreted principal of the Notes compounds (each an "Additional Interest Accrual Date"), and to the extent compounded will accrue interest at the rate applicable to the Notes. All Additional Interest accruing on the Notes on or after September 1, 2009, as well as all interest accruing on or after September 1, 2009 on the amount which has accrued in respect of Additional Interest as of September 1, 2009, will be payable in cash on each scheduled interest payment date for the Notes.