Common use of Additional Interest Clause in Contracts

Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

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”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the date such Shelf Registration Statement filing was requested or required or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the Initial Placement Date, date such Shelf Registration Statement filing was requested or required in the case of clause (aB) above, above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) 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. Notwithstanding any other provisions of this Section 54, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 4(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

Additional Interest. If (a) The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their respective 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 and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities of the applicable series of Notes (“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities of such series validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th day that is five years after the Initial Placement Date, Issue Date or (bB) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the applicable series of Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) the 361st day after the Initial Placement date that is five years after the Issue Date, in the case of clause (aA) above, above or (y) the day such Shelf Registration (if required) ceases to be effective in the case of clause (bB) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedof such series tendered (in the case of clause (A) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (B) of this Section 5), Additional Interest on the Notes of such series 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. Notwithstanding any other provisions of this Section 5Xxxxxxx 0, xxxx of the Issuers or the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 5(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof; provided, that no Additional Interest shall accrue on the Notes following the seventh anniversary of the Issue Date. Notwithstanding anything in this Agreement to the contrary, neither the Issuers nor the Guarantors shall be obligated to pay any Additional Interest, and no Additional Interest shall accrue, on any series of Notes prior to the date that is five years after the Issue Date.

Additional Interest. If (a) In the event that (i) an Exchange Offer has not been Consummated or a Shelf Registration Statement has is required pursuant to Section 2.1 and (x) such Exchange Offer Registration Statement does not been declared become effective by the Commission on or prior to the 360th day two year anniversary of the date hereof or (y) the Exchange Offer is not completed within 45 days after the Initial Placement Datedate on which the Exchange Offer Registration Statement becomes effective, or (bii) if applicable, a Shelf Registration Statement has been is required in accordance with Section 2.2 and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(ii) (which in no event shall be earlier than the date the Exchange Offer Registration Statement is required to be declared effective pursuant to clause 2.5(a)(i)(x) above) or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) becomes effective but shall thereafter cease ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Effectiveness Period Period, and such failure to remain effective or usable exists for more than 60 days (other than because of whether or not consecutive) in any 12-month period (any event referred to in the sale of all of foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Transfer Restricted Securities registered thereunder), then additional interest Notes will be increased by (“Additional Interest”i) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90-day period immediately following such Registration Default and (which rate will be increased by ii) an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues period, up to accrue; provided that the rate which such Additional Interest accrues may in no event exceed a maximum of 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in each case until the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange earlier of the Exchange date such Registration Default is cured or the date on which no Notes for all constitute Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Notes. Any amounts payable under this paragraph shall also be deemed “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. Notwithstanding any other provisions Interest” for purposes of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofAgreement.

Additional Interest. If (a) In the event that (i) the Exchange Offer has is not been Consummated completed by the 450th day following the Closing Date, or (ii) a Shelf Registration Statement has is required in accordance with Section 2.2 and such Shelf Registration Statement (x) does not been declared become effective by the Commission on or prior to the 360th 90th day after following (A) the Initial Placement Datedate of such determination, or (b) if applicable, in the case of a Shelf Registration Statement has been declared required pursuant to Section 2.2(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(ii) (which in no event shall be earlier than the date the Exchange Offer is required to be completed pursuant to clause 2.5(a)(i) above) or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) becomes effective but shall thereafter cease ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Effectiveness Period Period, and such failure to remain effective or usable exists for more than 60 days (other than because of whether or not consecutive) in any 12-month period (any event referred to in the sale of all of foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Transfer Restricted Securities registered thereunder), then additional interest Notes will be increased by (“Additional Interest”i) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90-day period immediately following such Registration Default and (which rate will be increased by ii) an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues period, up to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00a maximum of 0.50% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in each case until the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange earlier of the Exchange date such Registration Default is cured or the date on which no Notes for all constitute Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Notes. Any amounts payable under this paragraph shall also be deemed “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. Notwithstanding any other provisions Interest” for purposes of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofAgreement.

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, the Issuer and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities of a series validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the date such Shelf Registration Statement filing was requested or required or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities of a series registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes in such series at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.000.50% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above; (y) the 361st day after the Initial Placement Date, date such Shelf Registration Statement filing was requested or required in the case of clause (aB) above, ; or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 5(a), upon the effectiveness of the applicable Shelf Registration Statement (in the case of clause (B) of this Section 5(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (C) of this Section 5(a), 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. Notwithstanding any other provisions of this Section 5, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 5(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

Additional Interest. If (a) The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof, as further specified in this Section 4 (each, a “Registration Default”), and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest to the Holders of the Notes affected thereby (“Additional Interest”) if (A) the Issuers and the Guarantors have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) if applicable, had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th 270th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the Effectiveness Date or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“. Such Additional Interest”) Interest shall accrue on the principal amount of the Notes then outstanding affected thereby (but, following the consummation of the Exchange Offer, only on the principal amount of such Notes that could not be exchanged or were not exchanged as specified in Section 2(c) hereof) at a rate of 0.25% per annum for the first 90-day period (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) the 361st 271st day after the Initial Placement Date, Issue Date in the case of clause (aA) above, (y) the Effectiveness Date in the case of (B) above, or (yz) the day on which such Shelf Registration Statement ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedvalidly tendered (in the case of clause (A)(i) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of clause (A)(ii) and clause (B) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (C) 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. Notwithstanding any other provisions of this Section 54, the Issuers and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 4(a)(A)(ii) or 4(a)(C) hereof during a Shelf Suspension Period permitted by Section 4(a3(a) hereof. The obligation of the Issuers and the Guarantors to pay Additional Interest as set forth in this Section 4 shall be the sole and exclusive monetary remedy of the Holders and Participating Broker-Dealers for any Registration Default. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of the Shelf Registration shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.

Additional Interest. If (ai) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) the Exchange Offer has not been Consummated within 120 days after the first anniversary of the Closing Date (or if such 120th day is not a Business Day, the next succeeding Business Day) (except, in the case of (i) or (ii) unless the Exchange Offer is not permitted by applicable law or Commission policy) or (iii) any Shelf Registration Statement has not been required by this Agreement is filed and declared effective by the Commission on or prior but, subject to the 360th day after the Initial Placement Dateany Blackout Period, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during without being succeeded immediately 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”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

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, as further specified in this Section 4, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company and the Guarantors have neither (i) exchanged Exchange Securities for all Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th 270th day after the Initial Placement Date, Issue Date or (b) B), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (A) and (B), an “Additional Interest Event”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes then outstanding (but, following the consummation of the Exchange Offer, only on the principal amount of such Notes that could not be exchanged or were not exchanged as specified in Section 2(c) hereof) at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Additional Interest Event (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st 271st day after the Initial Placement Issue Date, in the case of clause (aA) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (bB) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (B) of this Section 4(a)), 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. Notwithstanding any other provisions The obligation of the Company and the Guarantors to pay Additional Interest as set forth in this Section 54 shall be the sole and exclusive monetary remedy of the Holders and Participating Broker-Dealers for any Additional Interest Event. Notwithstanding anything to the contrary herein, (i) the Issuers amount of Additional Interest payable shall not increase because more than one Additional Interest Event has occurred and is continuing, (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of the Shelf Registration shall not be entitled to Additional Interest with respect to any Additional Interest Event that pertains to the Shelf Registration and (iii) the Company shall not be obligated to pay Additional Interest provided in this Section 5 4 during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), then the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be adjusted pursuant to the effectiveness foregoing provisions. All payment obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

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, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, Issue Date or (bB) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (the events described in clauses (A) and (B) of this Section 5(a), “Registration Defaults”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on (x) the 361st day after the Initial Placement Issue Date, in the case of clause (aA) aboveof this Section 5(a), or (y) the day such Shelf Registration Statement ceases to be effective effective, in the case of clause (bB) aboveof this Section 5(a); provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tenderedNotes tendered (in the case of clause (A) of this Section 5(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (B) of this Section 5(a)), Additional Interest on the such Notes in respect of which such events relate as a result of such clause (or the relevant subclause sub-clause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Exchange Offer has not been Consummated or completed within 270 days after the Issue Date, (B) notwithstanding clause (A), the Company is required to file a Shelf Registration Statement has and such Shelf Registration Statement is not been declared effective by the Commission on or prior to the 360th 270th day after the Initial Placement Date, date such Shelf Registration Statement filing was requested or required or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder)) for more than 90 calendar days in any 12-month period, then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st 271st day after the Initial Placement Issue Date, in the case of clause (aA) above, (y) the 271st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) of this Section 5), 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. Notwithstanding any other provisions of this Section 5, the Issuers Company shall not be obligated to pay Additional Interest provided in this Section 5 Sections 5(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereofhereof and no Additional Interest shall accrue on the Securities following the second anniversary of the Issue Date.

Additional Interest. If (a) In the event that (i) an Exchange Offer has not been Consummated or a Shelf Registration Statement has is required pursuant to Section 2.1 and (x) such Exchange Offer Registration Statement does not been declared become effective by the Commission on or prior to the 360th day Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the Initial Placement Datedate on which the Exchange Offer Registration Statement becomes effective, or (bii) if applicable, a Shelf Registration Statement has been declared is required in accordance with Section 2.2 and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(ii), or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) becomes effective but shall thereafter cease ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Effectiveness Period Period, and such failure to remain effective or usable exists for more than 60 days (other than because of whether or not consecutive) in any 12-month period (any event referred to in the sale of all of foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (which rate will be increased by ii) an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues period, up to accrue; provided that the rate which such Additional Interest accrues may in no event exceed a maximum of 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in each case until the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange earlier of the Exchange date such Registration Default is cured or the date on which no Notes for all constitute Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Notes. Any amounts payable under this paragraph shall also be deemed “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. Notwithstanding any other provisions Interest” for purposes of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofAgreement.

Additional Interest. If (ai) the Exchange Offer has Offers have not been Consummated on or prior to the date that is five years after the Settlement Date (or if such date is not a Business Day, the next succeeding Business Day) or, if a Shelf Registration Statement is required hereunder, a Shelf Registration Statement in accordance with this Agreement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, such date or (bii) if applicable, a Shelf any Registration Statement has been 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 during the Effectiveness Period (other than except as specifically permitted herein, including with respect to any Shelf Suspension Period as provided in Section 4(a) hereof or because of the sale of all of Transfer Restricted Notes under such Registration Statement) without being succeeded immediately 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) and (ii), a “Registration Default”), the Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Notes shall accrue on the principal amount of the Notes at a rate of 0.25be increased by 0.250% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.250.250% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.001.000% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Notes, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Notes will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Notes; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon Notes shall again be increased pursuant to the effectiveness of the applicable Shelf foregoing provisions. A Registration Statement which had ceased Default ends with respect to remain effective, Additional Interest on the any Initial Notes in respect of which when such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall Initial Notes cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofTransfer Restricted Notes.

Additional Interest. If (a) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer has not been Consummated Registration Statement or a the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the 360th day after the Initial Placement DateAct pursuant to Section 2(a) or 3(b), respectively, or (biii) if applicablethe Exchange Offer has not been consummated within 300 days after the date of issuance of the Securities, a or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement has been required by Section 2(a) or 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective during (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Effectiveness Period Commission under the Act (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv) is referred to herein as a “Registration Default”), then additional the interest (“Additional Interest”) shall accrue rate on the principal amount Securities will be increased, for the period from the occurrence of the Notes Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate of will be reduced to its initial rate) by 0.25% per annum (which rate will be increased during the first 90-day period following the occurrence and during the continuation of the Registration Default, and by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate during which such Additional Interest accrues may in no event exceed 1.00Registration Default continues. The interest rate will not at any time be increased by greater than 0.50% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) the Exchange Offer has is not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement DateExchange Deadline, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease applicable to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunderrequired to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the date specified in Section 4(a)(y), then additional or (c) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (a) through (c) above, a “Registration Default”), the Issuers hereby agree that the interest (“Additional Interest”) rate borne by the Transfer Restricted Securities shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased for the first 90-day period immediately following the Exchange Deadline and by an additional 0.25% per annum for with respect to each subsequent 90-day period, in each case for the period that of occurrence of the Registration Default, up to a maximum additional interest rate of 1.00% per annum thereafter (“Additional Interest”), until the earlier of the consummation of the Exchange Offer, such time as no Registration Default is in effect, or the second anniversary of the Closing Date, plus such additional amount of time as is required under the last sentence of Section 6(c), upon which Additional Interest will cease to accrue and the interest rate on the Transfer Restricted Securities will revert to the original rate; provided, however, that, if after the date such Additional Interest continues ceases to accrue; provided that the rate which such , another Registration Default occurs, Additional Interest accrues may in will again commence accruing pursuant to the foregoing provisions. In no event exceed 1.00% per annum) (such will Additional Interest to be calculated by accrue under more than one of the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause foregoing clauses (a) above), or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveand (c) at any one time; provided, however, that upon the exchange amount of Additional Interest accruing on the Exchange Notes for all Transfer Restricted Securities tenderedshall not exceed, or upon the effectiveness in any event, 1.00% per annum. All obligations of the applicable Shelf Registration Statement which had ceased Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer has not been Consummated Registration Statement or a the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the 360th day after the Initial Placement DateAct pursuant to Section 2(a) or 3(b), respectively, or (biii) if applicablethe Exchange Offer has not been consummated within 240 days after the date of issuance of the Securities, a or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement has been required by Section 2(a) or 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective during (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Effectiveness Period Commission under the Act (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv) is referred to herein as a "Registration Default"), then additional the interest (“Additional Interest”) shall accrue rate on the principal amount Securities will be increased, for the period from the occurrence of the Notes Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate of will be reduced to its initial rate) by 0.25% per annum (which rate will be increased during the first 90-day period following the occurrence and during the continuation of the Registration Default, and by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate during which such Additional Interest accrues may in no event exceed 1.00Registration Default continues. The interest rate will not at any time be increased by greater than 0.50% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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 accruefull. Notwithstanding any other provisions of this Section 5anything to the contrary herein, the Issuers shall not be obligated to pay Additional Interest provided increased interest rate described in this Section 5 during is the sole and exclusive remedy available to the Holders due to a Shelf Suspension Period permitted by Section 4(a) hereofRegistration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If (a) The Issuer, the Guarantors and the Initial Holders 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, the Issuer and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest to the Holders of the Notes affected thereby (“Additional Interest”) if (A) the Issuer has not had an Exchange Offer has not been Consummated Registration Statement or a Shelf Registration Statement has not been Statement, if required, declared effective by the Commission effective, in either case on or prior to July 25, 2014, (B) notwithstanding clause (A), the 360th day after the Initial Placement DateIssuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to July 25, 2014 or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than as a result of a Suspension Period or because of the sale of all of the Transfer Restricted Securities registered thereunder) (each, a “Registration Default”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes affected thereby at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.000.75% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on (x) the 361st day after the Initial Placement DateJuly 26, 2014, in the case of clause (aA) and (B) above, ; or (y) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4(a)), upon the effectiveness of the applicable Shelf Registration Statement (in the case of clause (B) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (C) of this Section 4(a)), 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. Notwithstanding any other provisions of this Section 54, the Issuers Issuer shall not in no event be obligated required to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffor more than one Registration Default at any given time.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), each Issuer hereby agrees that the Effectiveness Period (other than because of the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of each Issuer and the applicable Shelf Registration Statement which had ceased Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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 accruefull. Notwithstanding any other provisions of this Section 5anything to the contrary herein, the Issuers shall not be obligated to pay Additional Interest provided increased interest rate described in this Section 5 during is the sole and exclusive remedy available to the Holders due to a Shelf Suspension Period permitted by Section 4(a) hereofRegistration Default, so long as each Issuer and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

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, the Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the date such Shelf Registration Statement filing was requested or required or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the Initial Placement Date, date such Shelf Registration Statement filing was requested or required in the case of clause (aB) above, above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) of this Section 5), 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. Notwithstanding any other provisions of this Section 5, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 Sections 5(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

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") if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th 270th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 270th day after the date such Shelf Registration Statement filing was requested or required or (bC) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunderthereunder)(each such event referred to in clauses (A), (B) and (C), a "Registration Default"), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st 271st day after the Initial Placement Issue Date, in the case of clause (aA) above, (y) the 271st day after the date such Shelf Registration Statement filed was requested or required in the case of (B) above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Se- curities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) of this Section 5), 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. Notwithstanding any other provisions provision of this Section 5, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 Sections 5(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

Additional Interest. If (ai) the Exchange Offer has not been Consummated on or a prior to the Exchange Date, (ii) any Shelf Registration Statement Statement, if required hereby has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, Shelf Effectiveness Date or (biv) if applicable, a Shelf any Registration Statement required by this Agreement has been declared effective but shall thereafter cease ceases to be effective during at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that (such increase, “Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may Interest”), but in no event shall such increase exceed 1.000.50% per annum) (such Additional Interest . At the cure of all Registration Defaults relating to be calculated the particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofforegoing provisions.

Additional Interest. If either (a) the applicable Exchange Offer has is not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission consummated on or prior to the 360th 365th calendar day after following the Initial Placement applicable Closing Date, or (b) if applicable, a Shelf Registration Statement has been applicable to the Securities is not filed or declared effective when required or (c) a Registration Statement applicable to the Securities is declared effective as required but shall thereafter cease fails to be remain effective during the Effectiveness Period or usable in connection with resales for more than 30 calendar days (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (a) through (c) above, a “Registration Default”), then the Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) shall accrue on the principal in cash to each Holder of Securities in an amount of the Notes at a rate of equal to 0.25% per annum (of the aggregate principal amount of Securities for the period of occurrence of the Registration Default until such time as no Registration Default is in effect, which rate will be increased shall increase by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate during which such Additional Interest accrues may in no event exceed Registration Default continues up to a maximum of 1.00% per annum) (such . Following the cure of all Registration Defaults, Additional Interest will cease to be calculated by accrue and the Issuers) commencing interest rate on (x) the 361st day after Securities will revert to the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveoriginal rate; provided, however, that upon that, if after the exchange of the Exchange Notes for all Transfer Restricted Securities tendereddate such Additional Interest ceases to accrue, or upon the effectiveness of the applicable Shelf a different Registration Statement which had ceased to remain effectiveDefault occurs, Additional Interest on may again commence accruing pursuant to the Notes foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect of which to any Transfer Restricted Security at the time such events relate security ceases to be a Transfer Restricted Security shall survive until such time as a result of all such clause (or the relevant subclause thereof), as the case may be, obligations with respect to such Note shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided have been satisfied in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company has neither (i) exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been Statement, if required, declared effective by the Commission effective, in either case on or prior to the 360th 365th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), if the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th day after the date of the delivery of the Shelf Notice, or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities Registrable Notes registered thereunder) (each, a “Registration Default”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st 366th day after the Initial Placement Issue Date, in the case of clause (aA) above, (y) the 366th day after the date of the delivery of the Shelf Notice in the case of (B) above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tenderedNotes tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) 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. Notwithstanding any other provisions of this Section 54, no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date. Notwithstanding any other provisions of this Section 4, the Issuers Company shall not be obligated to pay Additional Interest provided in this Section 5 4(a)(B) hereof during a Shelf Suspension Period permitted by Section 4(a3(a) hereof. The obligation of the Company to pay Additional Interest as set forth in this Section 4 shall be the sole and exclusive monetary remedy of the Holders and Participating Broker-Dealers for any Registration Default, it being understood that Holders and Participating Broker-Dealers may pursue remedies in equity. For the avoidance of doubt, the foregoing does not limit the rights set forth in Sections 6 and 7 hereof. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of the Shelf Registration shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.

Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The Issuer, the Guarantors 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, the Issuer and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest to the Holders of the Notes affected thereby (“Additional Interest”) if (A) the Issuer has not had an Exchange Offer has not been Consummated Registration Statement or a Shelf Registration Statement has not been Statement, if required, declared effective by the Commission effective, in either case on or prior to July 25, 2014, (B) notwithstanding clause (A), the 360th day after the Initial Placement DateIssuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to July 25, 2014 or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than as a result of a Suspension Period or because of the sale of all of the Transfer Restricted Securities registered thereunder) (each, a “Registration Default”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes affected thereby at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.000.75% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on (x) the 361st day after the Initial Placement DateJuly 26, 2014, in the case of clause (aA) and (B) above, ; or (y) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4(a)), upon the effectiveness of the applicable Shelf Registration Statement (in the case of clause (B) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (C) of this Section 4(a)), 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. Notwithstanding any other provisions of this Section 54, the Issuers Issuer shall not in no event be obligated required to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffor more than one Registration Default at any given time.

Additional Interest. If (ai) the Exchange Offer has not been Consummated within 360 Business Days (or if such 360th day is not a Shelf Business Day, the next succeeding Business Day) after the Closing Date with respect to the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or (bii) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (ii), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder)shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, then additional interest but in no event shall such increase exceed 1.00% per annum (“Additional Interest”) shall accrue on ). Immediately following the principal amount cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Notes at a interest rate of 0.25% per annum (which rate borne by the relevant Transfer Restricted Securities will be increased reduced to the original interest rate borne by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If In the event that either (ai) the Exchange Offer has not been Consummated or a Shelf Registration Statement has is not been declared effective by filed with the Commission on or prior to the 360th later of the 90th day after the Initial Placement Closing or March 31, 1996 (the "Filing Date"), or (bii) if applicablea Shelf Registration Statement is not declared effective on or prior to the 60th day after the Filing Date, the interest rate borne by the Notes shall be increased (the "Additional Interest") by one percent per annum from and including the 91st day after the Closing in the case of clause (i) above and from and including the 61st day after the Filing Date in the case of clause (ii) above and shall increase by an additional one percent per annum for each 90-day period (or portion thereof) that any Additional Interest continues to accrue pursuant to this Section 2(c); provided that the aggregate increase in such interest rate pursuant to this Section 2(c) will in no event (other than as stated in the succeeding proviso) exceed five percent (5%) per annum, and provided, further, that the interest rate shall increase to eighteen percent (18%) in the event the Shelf Registration Statement is not effective nine months after the Closing. Upon (x) the filing of a Shelf Registration Statement in the case of clause (i) above or (y) the effectiveness of a Shelf Registration Statement in the case of clause (ii) above, and provided that none of the conditions set forth in clauses (i) or (ii) above continues to exist, the interest rate borne by the Notes from the date of such filing or effectiveness, as the case may be, will be reduced to the original interest rate. In the event that the Shelf Registration Statement has been declared effective but shall thereafter cease and subsequently ceases to be effective during prior to the end of the Effectiveness Period (other than because Period, for a period in excess of 10 days, whether or not consecutive, in any given year, then, the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of rate borne by the Notes at a rate of 0.25% per annum (which rate will shall be increased by an additional 0.25% one percent per annum on the 11th day in the applicable year such Shelf Registration Statement ceases to be effective and thereafter by an additional one percent per annum for each subsequent 90-day period additional 90 days that such Additional Interest continues Shelf Registration Statement is not effective, subject to accruethe same provisions with respect to the increase in the interest rate referred to above; provided that the interest rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated borne by the Issuers) commencing on (x) Notes will not be increased if the 361st day after Registrable Securities are otherwise freely tradeable pursuant to Rule 144 under the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon Act. Upon the effectiveness of the applicable a Shelf Registration Statement which had ceased to remain effectiveStatement, Additional Interest on the interest rate borne by the Notes shall be reduced to their original interest rate unless and until increased as described in this paragraph. The Company shall notify Commonwealth Associates 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"). The Additional Interest due shall be payable on each interest payment date to the record holder of Notes entitled to receive the interest payment to be paid on such events relate date as a result of such clause (or set forth in the relevant subclause thereof), as the case may be, shall cease to accrueNotes. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated Each obligation to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofshall be deemed to accrue from and including the day following the applicable Event Date.

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, as further specified in this Section 4 (each, a “Registration Default”), and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company and the Guarantors have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th 365th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Company and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 90th day after the date such Registration Statement filing was requested or required or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes then outstanding (but, following the consummation of the Exchange Offer, only on the principal amount of such Notes that could not be exchanged or were not exchanged as specified in Section 2(c) hereof) at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st 366st day after the Initial Placement Issue Date, in the case of clause (aA) above, (y) the 366st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) 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. Notwithstanding any other provisions of this Section 54, the Issuers Company and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 4(a)(B) hereof during a Shelf Suspension Period permitted by Section 4(a3(a) hereof. The obligation of the Company and the Guarantors to pay Additional Interest as set forth in this Section 4 shall be the sole and exclusive monetary remedy of the Holders and Participating Broker-Dealers for any Registration Default. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of the Shelf Registration shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.

Additional Interest. If (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2.1 and (x) such Exchange Offer Registration Statement is not on file with the SEC by the 420th day after the issuance of the Initial Notes; (y) such Exchange Offer Registration Statement does not become effective by the 480th day after the issuance of the Initial Notes or (z) the Exchange Offer is not completed within 60 days after the date on which the Exchange Offer Registration Statement has not been Consummated declared effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2.2 and such Shelf Registration Statement (x) has not been declared effective by the Commission on or prior to the 360th 90th day after following (A) the Initial Placement Datedate of such determination, or (b) if applicable, in the case of a Shelf Registration Statement has been required pursuant to Section 2.2(a)(i) or (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(ii), or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) is declared effective but shall thereafter cease ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Effectiveness Period Period, and such failure to remain effective or usable exists for more than 60 days (other than because of whether or not consecutive) in any 12-month period (any event referred to in the sale of all of foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the then outstanding Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (which rate will be increased by ii) an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues period, up to accrue; provided that the rate which such Additional Interest accrues may in no event exceed a maximum of 1.00% per annum) , in each case until the earlier to occur of (such Additional Interest to be calculated by the Issuers) commencing on (x1) the 361st day after date that the Registration Default is cured and (2) the date that is the two year anniversary of the issue date of the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to Notes. Any amounts payable under this paragraph shall be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes deemed “Additional Interest” for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions purposes of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofAgreement.

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, the Issuer agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 360th day after the date such Shelf Registration Statement filing was requested or required or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the Initial Placement Date, date such Shelf Registration Statement filing was requested or required in the case of clause (aB) above, above or (yz) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) 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. Notwithstanding any other provisions of this Section 54, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 4(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

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, as further specified in this Section 4, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company and the Guarantors have neither (i) exchanged Exchange Securities for all Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th 450th day after the Initial Placement Date, Issue Date or (b) B), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (A) and (B), an “Additional Interest Event”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes then outstanding (but, following the consummation of the Exchange Offer, only on the principal amount of such Notes that could not be exchanged or were not exchanged as specified in Section 2(c) hereof) at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Additional Interest Event (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st 451st day after the Initial Placement Issue Date, in the case of clause (aA) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (bB) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (B) of this Section 4(a)), 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. Notwithstanding any other provisions The obligation of the Company and the Guarantors to pay Additional Interest as set forth in this Section 54 shall be the sole and exclusive monetary remedy of the Holders and Participating Broker-Dealers for any Additional Interest Event. Notwithstanding anything to the contrary herein, (i) the Issuers amount of Additional Interest payable shall not increase because more than one Additional Interest Event has occurred and is continuing, (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of the Shelf Registration shall not be entitled to Additional Interest with respect to any Additional Interest Event that pertains to the Shelf Registration and (iii) the Company shall not be obligated to pay Additional Interest provided in this Section 5 4 during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

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, the Issuer agrees to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 365th day after the Initial Placement Issue Date, (B) the Issuer is requested or required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th day after the date such Shelf Registration Statement filing was requested or required, as the case may be, or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on the (x) the 361st 366th day after the Initial Placement Issue Date, in the case of clause (aA) above, above and (B) above or (y) the day such Shelf Registration ceases to be effective in the case of clause (bC) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedtendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (C) of this Section 5), 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. Notwithstanding any other provisions of this Section 5, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 Sections 5(a)(B) and (C) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof.

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, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, Issue Date or (bB) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (the events described in clauses (A) and (B) of this Section 5(a), “Registration Defaults”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the applicable series of Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on (x) the 361st day after the Initial Placement Issue Date, in the case of clause (aA) aboveof this Section 5(a), or (y) the day such Shelf Registration Statement ceases to be effective effective, in the case of clause (bB) aboveof this Section 5(a); provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tenderedNotes tendered (in the case of clause (A) of this Section 5(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of clause (B) of this Section 5(a)), Additional Interest on the such Notes in respect of which such events relate as a result of such clause (or the relevant subclause sub-clause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantors fails to Consummate the Exchange Offer (a “Registration Default”) 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 additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below if the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Consummation Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the Notes over and above any stated interest at a per annum rate of 0.25% on the principal amount of such Notes for the Notes at a first 90 days immediately following the Consummation Date, such Additional Interest rate increasing by an additional per annum rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for on the principal amount such Notes at the beginning of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveperiod; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time a per annum rate of 1.0% over and above any stated interest rate; and provided further, that upon the exchange Consummation of the Exchange Notes for all Transfer Restricted Securities tenderedOffer, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, any Additional Interest on the Notes in respect of which such events relate or the Shelf Notes, as applicable, as a result of such clause (or the relevant subclause thereof), as the case may be, ) shall cease to accrue. Notwithstanding any other provisions the foregoing, Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 5, 4 constitutes liquidated damages with respect to a Registration Default and shall be the Issuers shall not be obligated exclusive monetary remedy available to pay Additional Interest provided in this Section 5 during the Holders with respect to a Shelf Suspension Period permitted by Section 4(a) hereofRegistration Default.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 days after the Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) The Company and the Exchange Offer has Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill certain of its obligations under Section 2 hereof and that it would not been Consummated or a be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Registrable Securities ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below. Additional Interest shall accrue: (i) if the Initial Shelf Registration Statement has is not been declared effective by the Commission SEC on or prior to the 360th day after Effectiveness Date or (ii) if the effectiveness of the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective for resales thereunder is suspended at any time during the Effectiveness Period (other than because during a Blackout Period) (each a "REGISTRATION DEFAULT"). In each case, Additional Interest will be payable on the Registrable Securities included (or that would have been included but for the Company's failure to comply with Section 4(a) hereof and provided the Holder thereof did not fail to comply with the provisions of Section 4(o) hereof) in such Registration Statement over and above the stated interest rate of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes Debentures at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that on the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) Amount of Registrable Securities, commencing on (x) the 361st 181st day after the Initial Placement Date, Issue Date in the case of clause (ai) above, or above and (y) the day such Initial Shelf Registration ceases to be effective is suspended in excess of the Blackout Period in the case of clause (bii) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or (1) upon the effectiveness of the applicable Shelf Registration Statement as required hereunder (in the case of clause (a)(i) of this Section 3) or (2) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effectivehas been suspended (in the case of (a)(ii) of this Section 3), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may beclause, shall cease to accrue. Notwithstanding any other provisions ; provided further, however, that Additional Interest on the Registrable Securities may accrue under only one of the foregoing clauses (a)(i) and (a)(ii) of this Section 53 at any one time. It is understood and agreed that, notwithstanding any provision to the contrary, (1) no Additional Interest shall accrue on any Registrable Securities that are then covered by an effective Shelf Registration Statement and (2) the right to receive Additional Interest shall be the sole and exclusive remedy to the Holders of the Registrable Securities for breach by the Company of its registration obligations. As used herein, the Issuers term "BLACKOUT PERIOD" means a period of time not to exceed 45 days in any 90-day period, and not to exceed an aggregate of 120 days in any 365-day period, during which the Company suspends the effectiveness of the Initial Shelf Registration Statement and the use of the Prospectus included in the Initial Shelf Registration Statement referred to above (1) under certain circumstances relating to pending corporate developments, including but not limited to acquisitions, divestitures, dispositions and financings, public filings with the SEC and similar events or (2) the occurrence of any other event which would require disclosure of material non-public information by the Company as to which the Company has a bona fide business purpose for preserving confidentiality; provided, that, so long as Registrable Securities are outstanding the Company shall provide the Trustee with prompt written notice of the commencement of and prompt written notice of the termination of each such Blackout Period; provided further, however, that the Company need not be obligated specify the nature of the event giving rise to pay Additional Interest provided a Blackout Period in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofany such notice to the Trustee.

Additional Interest. If (a) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer has not been Consummated Registration Statement or a the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the 360th day after the Initial Placement DateAct pursuant to Section 2(a) or 3(b), respectively, or (biii) if applicablethe Exchange Offer has not been consummated within 210 days after the date of issuance of the Securities, a or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement has been required by Section 2(a) or 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective during (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Effectiveness Period Commission under the Act (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv) is referred to herein as a “Registration Default”), then additional the interest (“Additional Interest”) shall accrue rate on the principal amount New Securities will be increased, for the period from the occurrence of the Notes Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate of will be reduced to its initial rate) by 0.25% per annum (which rate will be increased during the first 90-day period following the occurrence and during the continuation of the Registration Default, and by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate during which such Additional Interest accrues may in no event exceed Registration Default continues. The interest rate will not at any time be increased by greater than 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (ai) the Exchange Offer has not been Consummated or a by the Exchange Date, (ii) any Shelf Registration Statement Statement, if required hereby, has not been declared effective by the Commission on or prior 120 days after any obligation to the 360th day after the Initial Placement Date, file a shelf registration statement arises or (biii) if applicable, a Shelf any Registration Statement required by this Agreement has been declared effective but shall thereafter cease ceases to be effective during at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Effectiveness Period (other than because of Issuers hereby agree that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that (such increase, “Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (such Additional Interest to be calculated ii) October 9, 2011, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Exchange Offer Registration Statement is declared effective or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a "Registration Default"), the Effectiveness Period (other than because of Company and the sale of all of Guarantors hereby agree that the interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) annum (such the "Additional Interest Interest"). Following the cure of all Registration Defaults relating to be calculated by any particular Transfer Restricted Securities, Additional Interest, payable with respect to the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes in respect of which such events relate as a result of such clause (i), (ii), (iii) or the relevant subclause thereof(iv), as the case may beapplicable, shall cease to accrue. Notwithstanding will cease; provided, however, that, if after any other provisions of this Section 5such Additional Interest has ceased, a different Registration Default occurs, the Issuers interest rate borne by the relevant Transfer Restricted Securities shall not again be obligated increased pursuant to pay Additional Interest provided the foregoing provisions. All obligations of the Company and the Guarantors set forth in this Section 5 during the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Shelf Suspension Period permitted by Section 4(a) hereofTransfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Exchange Offer has holders of Transfer Restricted Securities 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 been Consummated be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the SEC on or a Shelf prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission SEC on or prior to the 360th day date specified herein for such effectiveness after such obligation arises, (iii) if the Initial Placement DateExchange Offer is required to 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 (biv) if applicable, a Shelf the applicable Registration Statement has been is filed and declared effective but shall thereafter cease to be effective during without being succeeded immediately by any additional Registration Statement covering the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder)Notes, then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof)Private Exchange Notes, as the case may be, shall cease which has been filed and declared effective (each such event referred to accruein clauses (i) through (iv), a "Registration Default"), then the interest rate on Transfer Restricted Securities will increase ("Additional Interest"), with 11 -10- respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and will increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 2% per annum with respect to all Registration Defaults. Notwithstanding any other provisions Following the cure of this Section 5a Registration Default, the Issuers shall not be obligated to pay accrual of Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofwith respect to such Registration Default will cease and upon the cure of all Registration Defaults the interest rate will revert to the original rate.

Additional Interest. If (ai) any of the Exchange Offer has not been Consummated or a Shelf Registration Statement Statements required to be filed by the Company pursuant to this Agreement has not been declared effective by the Commission on or prior to the 360th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biii) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or usable in connection with resales or exchanges of Securities covered thereby during the Effectiveness Period periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective except as permitted by Section 6(e) (other than because of each such event referred to in clauses (i) through (iii), a “Registration Default”), the sale of all of Company hereby agrees that he interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a "Registration Default"), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantor set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (aa Registration Default set forth under Section 2(e) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), occurs then additional interest (as described below in this Section 2(f), “Additional Interest”) shall will accrue on the principal amount of the Notes held by any Holder that is unable to resell the Notes held by it solely as a result of such Registration Default from, and including, the day following the Registration Default to, but excluding, the earlier of (i) the day on which the Registration Default has been cured or (ii) the day that is two years from the Issue Date. Additional Interest shall be paid semiannually in arrears, with the first semiannual payment due on the first interest payment date, as applicable, following the date on which such Additional Interest begins to accrue, and shall accrue at a rate of 0.25% per annum year equal to (which rate will be increased by x) an additional 0.25% per annum for each subsequent 90-of the principal amount to, and including, the 90th day period that following such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or Registration Default and (y) an additional 0.50% of the principal amount from and after the 91st day following such Shelf Registration ceases to be effective in the case of clause (b) aboveDefault; provided, however, that upon the exchange in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness principal amount of the applicable Shelf Notes, and in no event will the Additional Interest for a Registration Statement which had ceased Default together with Additional Interest with respect to remain effective, an event of default concerning the reporting obligations in the Indenture or the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939 accrue at a rate exceeding 0.75%; and provided further that a Registration Default shall cease and Additional Interest on the principal amount of 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, thereof shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.:

Additional Interest. If Subject to Section 4, (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 40th day after the Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement DateRegistration Deadline, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (a) and (b), a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes Initial Securities or the Private Exchange Securities, as the case may be, at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st first day after the Initial Placement DateRegistration Deadline, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes Initial Securities or the Private Exchange Securities, as the case may be, 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. Notwithstanding any other provisions of this Section 5, the Issuers Company shall not be obligated to pay Additional Interest as provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The parties hereto agree that the Holders of Transfer-Restricted Securities will suffer damages if the Issuer and the Guarantor fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer has Registration Statement is not been Consummated or a filed with the Commission within 270 days after the Issue Date, (ii) if the Shelf Registration Statement has is required pursuant to Section 2 hereof but is not been declared effective within 365 days after the Issue Date (or such later date as required by Section 2(a)), (iii) the Commission Registered Exchange Offer is not consummated on or prior to the 360th day 365 days after the Initial Placement Issue Date, or (biv) if applicable, a the Shelf Registration Statement has been required pursuant to Section 2 hereof is filed and declared effective but shall thereafter cease to be effective during (at any time that the Effectiveness Period Issuer is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv), then an “Additional Interest Trigger”), the Issuer and the Guarantor will be jointly and severally obligated to pay additional interest (“Additional Interest”) shall accrue to each Holder of Transfer-Restricted Securities, in an amount equal to 0.25% per annum on the principal amount of Transfer-Restricted Securities held by such Holder immediately following the Notes at a rate occurrence of one or more such Additional Interest Triggers. In no event, however, shall the Issuer and the Guarantor be required to pay Additional Interest in excess of 0.25% per annum (which annum. Additional Interest shall cease to accrue and the interest rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues revert to accrue; provided that the original rate which such Additional Interest accrues may in no event exceed 1.00% per annum) when (such Additional Interest to be calculated by the Issuers) commencing on (xw) the 361st day after Exchange Offer Registration Statement is filed with the Initial Placement Date, Commission in the case of clause (ai) above, or (yx) the day such Shelf applicable Registration ceases to be Statement is declared effective in the case of clause (bii) above; provided, however, that upon (y) the exchange of the Registered Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.Offer is consummated in

Additional Interest. If (ai) the Exchange Offer has not been Consummated or a Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the 360th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 40 days after the Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.002.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All payment obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements required by this Agreement has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Issuers hereby agree that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th day after date specified for such effectiveness in this Agreement, (iii) the Initial Placement Date, or (b) if applicable, a Shelf Exchange Offer has not been Consummated within 30 Business Days Exchange Offer Registration Statement has been become effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased of the average Accreted Value during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for of the average Accreted Value at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest annum of the average Accreted Value. Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) If (i) the Exchange Offer has Shelf Registration Statement is not been Consummated filed with the Commission prior to or a on the Shelf Filing Deadline, (ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the 360th day after the Initial Placement Effectiveness Target Date, or (biii) if applicableexcept as provided in Section 4(b)(i) hereof, a the Shelf Registration Statement has been is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded within five Business Days by an effective post-effective amendment to the Effectiveness Period (other than because Shelf Registration 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 sale Exchange Act that cures such failure, or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of all any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of the Transfer Restricted Securities registered thereunder90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), then a “Registration Default”), the Issuer hereby agrees to pay additional interest (“Additional Interest”) with respect to Debentures that are Transfer Restricted Securities from and including the day following the Registration Default to, but excluding, the earlier of the day on which the Registration Default has been cured or the end of the Effectiveness Period, accruing at a rate, to each holder of Debentures, (x) with respect to the first 90-day period during which a Registration Default shall accrue on have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Notes at a rate of 0.25Debentures, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Debentures; provided, that (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may 1) in no event exceed 1.00% per annum) (such shall Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange accrue at an aggregate rate per year exceeding 0.50% of the Exchange Notes for all Transfer principal amount of the Debentures and (2) Additional Interest with respect to such Transferred Restricted Securities tendered, or upon the effectiveness shall not accrue under more than one of the applicable Shelf Registration Statement which had ceased to remain effectiveforegoing clauses (i), (ii), (iii) and (iv) at any one time. No Additional Interest shall be payable on the Notes in respect any Debentures that have been converted into shares of which Common Stock or such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofCommon Stock.

Additional Interest. If (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantors fails to fulfill its Consummate the Exchange Offer (a “Registration Default”) 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 additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below if the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Consummation Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a per annum rate of 0.25% per annum (which on the principal amount such Notes for the first 90 days immediately following the Consummation Date, such Additional Interest rate will be increased increasing by an additional per annum rate of 0.25% per annum for on the principal amount such Notes at the beginning of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveperiod; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time a per annum rate of 1.0% over and above any stated interest rate; and provided further, that upon the exchange Consummation of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Offer Additional Interest on the Notes in respect of which such events relate or the Shelf Notes, as applicable, as a result of such clause (or the relevant subclause thereof), as the case may be, ) shall cease to accrue. Notwithstanding any other provisions the foregoing, Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration Statement to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 5, 4 constitutes liquidated damages with respect to a Registration Default and shall be the Issuers shall not be obligated exclusive monetary remedy available to pay Additional Interest provided in this Section 5 during the Holders with respect to a Shelf Suspension Period permitted by Section 4(a) hereofRegistration Default.

Additional Interest. If The Indenture executed in connection with the Securities provides that in the event that either (a) any Shelf Registration Statement described in Section 2.1(a) hereof is not filed with the Exchange Offer has not been Consummated Commission on or a prior to the 120th calendar day following the Closing Date, (b) such Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 180th calendar day after following the Initial Placement Date, Closing Date or (bc) if applicable, a Shelf Registration Statement described in Section 2.1(b) hereof with respect to the BSkyB Securities has not been declared effective but shall thereafter cease on or prior to be effective during the Effectiveness Period date specified in Section 2.1(b) (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (a), then additional (b) and (c) above, a "Registration Default"), the interest rate borne by the Debentures shall be increased (“"Additional Interest”"), (i) shall accrue on initially, by one quarter of one percent (0.25%) per annum of the principal amount of the Notes at Debentures upon the occurrence of a rate Registration Default, and thereafter (ii) by an additional one quarter of one percent (0.25% %) per annum if such Registration Default continues for more than 90 days (and such increase will be in addition to the increase set forth in clause (i) and will take effect beginning on the 91st day of such Registration Default), and thereafter (iii) by an additional one half of one percent (0.50%) per annum if such Registration Default continues for more than 180 days (and such increase will be in addition to the increase set forth in clauses (i) and (ii) and will take effect beginning on the 181st day of such Registration Default), and thereafter (iv) by an additional one half of one percent per annum if such Registration Default continues for more than 270 days (and such increase will be in addition to the increase set forth in clauses (i), (ii) and (iii) and will take effect beginning on the 271st day of such Registration Default). If a Shelf Registration Statement filed pursuant to Section 2.1(a) or 2.1(b) hereof is declared effective but becomes unusable by the Holders of Securities covered by the Shelf Registration Statement for any reason, and the aggregate number of days for which the Shelf Registration Statement shall not be usable shall exceed 30 consecutive days (which rate will period may be increased by up to 15 days in the circumstances described in the last paragraph of Section 3 of this Agreement) or exceed 90 days during any consecutive twelve-month period (a "Registration Suspension"), then the interest rate borne by the Debentures shall be increased (which increased interest shall also be deemed to be "Additional Interest" hereunder), (i) initially, by one quarter of one percent (0.25%) per annum of the principal amount of the Debentures upon the occurrence of a Registration Suspension, and thereafter (ii) by an additional one quarter of one percent (0.25% %) per annum if such Registration Suspension continues for more than 90 days (and such increase will be in addition to the increase set forth in clause (i) and will take effect beginning on the 91st day of such Registration Suspension), and thereafter (iii) by an additional one half of one percent (0.50%) per annum if such Registration Suspension continues for more than 180 days (and such increase will be in addition to the increase set forth in clauses (i) and (ii) and will take effect beginning on the 181st day of such Registration Suspension), and thereafter (iv) by an additional one half of one percent per annum if such Registration Suspension continues for more than 270 days (and such increase will be in addition to the increase set forth in clauses (i), (ii) and (iii) and will take effect beginning on the 271st day of such Registration Suspension. Notwithstanding the foregoing provisions of this Section 2.4, the maximum aggregate increase in the interest rate as a result of a Shelf Registration Statement being unusable (inclusive of any interest that accrues on such Debentures pursuant to the first paragraph of this Section 2.4) will in no event exceed one and one half of one percent (1.5%) per annum. The Company shall not be required to pay Additional Interest for more than one Registration Default or Registration Suspension (but not both) if there are concurrent Registration Defaults and/or Registration Suspensions. Accrual of Additional Interest will cease and the interest rate will revert to the original rate, (i) in the case of a Registration Default, immediately upon the earlier to occur of (A) the cure of all Registration Defaults, or (B) the date on which the Securities that would otherwise be required to be registered on a Shelf Registration Statement, are saleable pursuant to Rule 144(k) under the Securities Act or any successor provision or are otherwise freely tradable without registration under the Securities Act; and (ii) in the case of a Registration Suspension, immediately upon the earlier to occur of (A) the cure of all Registration Suspensions, or (B) the date on which the Securities with respect to which a usable Shelf Registration Statement is required are saleable pursuant to Rule 144(k) under the Securities Act or any successor provision or are otherwise freely tradable without registration under the Securities Act. Additional Interest shall accrue from and including the day following the applicable Event Date (as defined below), and shall be computed based on the actual number of days elapsed in each subsequent 90-day period that such Additional Interest continues to accrue; provided that in which any Registration Default or Registration Suspension continues. The Company shall notify the rate Trustees within three Business Days after each and every date on which such Additional Interest accrues may in no an event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes occurs 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided is required to be paid (an "Event Date"). The Additional Interest due shall be payable by the Company in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofaccordance with the Indenture on each interest payment date to the holder of Debentures entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Upon any accrual of Additional Interest, additional distributions will accrue on the Exchangeable Preferred Securities, and upon the due date for the payment of Additional Interest to the holder of the Debentures, additional distributions shall be made in respect of the Exchangeable Preferred Securities, all in accordance with the terms of the Declaration.

Additional Interest. If (a) In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2.1 and the Exchange Offer has is not been Consummated completed within 365 days after the date of the issuance of the Initial Notes or (ii) a Shelf Registration Statement is required in accordance with Section 2.2 and such Shelf Registration Statement (x) has not been declared effective by the Commission on or prior to the 360th 90th day after following (A) the Initial Placement Datedate of such determination, or (b) if applicable, in the case of a Shelf Registration Statement has been required pursuant to Section 2.2(a)(i) or (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(ii), or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) is declared effective but shall thereafter cease ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Effectiveness Period Period, and such failure to remain effective or usable exists for more than 60 days (other than because of whether or not consecutive) in any 12-month period (any event referred to in the sale of all of foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the then outstanding Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (which rate will be increased by ii) an additional 0.25% per annum for with respect to each subsequent 90-day period that such Additional Interest continues period, up to accrue; provided that the rate which such Additional Interest accrues may in no event exceed a maximum of 1.00% per annum) , in each case until the earlier to occur of (such Additional Interest to be calculated by the Issuers) commencing on (x1) the 361st day after date that the Registration Default is cured and (2) the date that is the two year anniversary of the issue date of the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to Notes. Any amounts payable under this paragraph shall be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes deemed “Additional Interest” for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions purposes of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofAgreement.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in Sections 3(a) and 4(a) of this Agreement, as applicable, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th day after date specified for such effectiveness in Section 3(a) and 4(a), as applicable (the Initial Placement "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated by the Consummation Deadline or (biv) if applicable, a Shelf any Registration Statement has been 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 during the Effectiveness Period period specified therein without being succeeded within 5 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities, as additional amounts for such Registration Default, additional interest (“"Additional Interest”) "), in addition to the Base Interest, which Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which during the 90-day period immediately following the occurrence of any such Registration Default and a rate will be increased by an additional 0.25of 0.50% per annum thereafter for any remaining time at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf until all Registration ceases to be effective in the case of clause (b) aboveDefaults have been cured; provided, however, that if after all such Registration Defaults have been cured, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding anything to the contrary set forth herein, (1) upon the exchange filing of the Exchange Notes for all Transfer Restricted Securities tenderedOffer Registration Statement (and/or, or if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the applicable Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement which had ceased or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to remain effectiveagain be declared effective or made usable in the case of (iv) above, the Additional Interest on payable with respect to the Notes in respect of which such events relate Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or the relevant subclause thereof(iv), as the case may beapplicable, shall cease to accruecease. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay All accrued Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in this Section 5 during the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Shelf Suspension Period permitted by Section 4(a) hereofTransfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

Additional Interest. If (ai) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities, if issued) on or before the date specified herein for such filing, (ii) the Exchange Offer has not been Consummated Registration Statement or a the Shelf Registration Statement has is not been declared effective by the Commission SEC on or prior to the 360th day after date specified herein for such effectiveness (the Initial Placement “Effectiveness Target Date”), (iii) the Exchange Offer is required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (biv) if applicable, a the Exchange Offer Registration Statement or the Shelf Registration Statement has been required to be filed and declared effective hereunder is declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective or usable in the case of clause (b) above; provided, however, that upon the exchange of connection with the Exchange Notes for all Transfer Restricted Securities tendered, Offer or upon the effectiveness resales of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof)Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall cease to accrue. Notwithstanding any other provisions of be payable under this Section 52(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during first 90-day period (or portion thereof) while a Shelf Suspension Period permitted by Section 4(a) hereof.Registration Default

Additional Interest. If (a) the Series A-2 Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement DateRegistration Deadline, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (a) and (b), a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Series A-2 Notes at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on the (x) the 361st first day after the Initial Placement DateRegistration Deadline, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Series A-2 Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Series A-2 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. Notwithstanding any other provisions of this Section 5, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), each Issuer hereby agrees that the Effectiveness Period (other than because of the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of each Issuer set forth in the applicable Shelf Registration Statement which had ceased preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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 accruefull. Notwithstanding any other provisions of this Section 5anything to the contrary herein, the Issuers shall not be obligated to pay Additional Interest provided increased interest rate described in this Section 5 during is the sole and exclusive remedy available to the Holders due to a Shelf Suspension Period permitted by Section 4(a) hereofRegistration Default, so long as each Issuer is acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If (a) In addition to interest payable to Holders pursuant to and under the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by Notes, the Commission on or prior Company shall be required to the 360th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease pay to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then each Holder additional interest (“Additional Interest”) ), from and including the 181st day following the Issue Date to but excluding the 2nd year anniversary of the Issue Date, at a rate per annum equal to 2.0% of such Holder’s Applicable Amount. For purposes hereof, a Holder’s “Applicable Amount” shall accrue on mean, as of the time of computation, the principal amount of Notes converted or convertible into Registrable Securities by such Holder the Notes at a rate resale of 0.25% per annum (which rate will be increased is not covered by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrueEffective Registration Statement; provided that provided, that, the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause foregoing shall not include (a) aboveRegistrable Securities the resale of which is covered by a Registration Statement the Effectiveness of which is subject to suspension pursuant to Section 3(b) except to the extent that such Suspension Period has exceeded 60 days, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveRegistrable Securities which have been excluded from Registration by reason of a 415 Reduction. Additional Interest, if any, shall be payable to Holders quarterly in arrears (and contemporaneously with interest payments under the Notes) by wire transfer of immediately available funds or by federal funds check; provided, howeverthat, that upon the exchange Company may postpone payment of Additional Interest payable to any Holder who has not yet delivered to the Company an executed and completed Notice and Questionnaire until delivery of the Exchange Notes for all Transfer Restricted Securities tenderedsame shall have been made, or upon but such postponement of payment may be made only if the effectiveness Company delivers notice of the applicable Shelf Registration Statement which had ceased same to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofaffected Holder.

Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 545th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st 546th day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) the Series A-1 Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement DateRegistration Deadline, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (a) and (b), a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Series A-1 Notes at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersIssuer) commencing on the (x) the 361st first day after the Initial Placement DateRegistration Deadline, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Series A-1 Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Series A-1 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. Notwithstanding any other provisions of this Section 5, the Issuers Issuer shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement DateRegistration Deadline, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (a) and (b), a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes Initial Securities or the Private Exchange Securities, as the case may be, at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on the (x) the 361st first day after the Initial Placement DateRegistration Deadline, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes Initial Securities or the Private Exchange Securities, as the case may be, 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. Notwithstanding any other provisions of this Section 5, the Issuers Company shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The Issuers, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their respective 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 and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Registrable Securities of the applicable series of Notes (“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities of such series validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th day that is five years after the Initial Placement Date, Merger Date or (bB) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the applicable series of Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) the 361st day after the Initial Placement date that is five years after the Merger Date, in the case of clause (aA) above, above or (y) the day such Shelf Registration (if required) ceases to be effective in the case of clause (bB) above; provided, however, that upon the exchange of the Exchange Notes Securities for all Transfer Restricted Securities tenderedof such series tendered (in the case of clause (A) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effectiveeffective (in the case of (B) of this Section 5), Additional Interest on the Notes of such series 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 5(a)(B) during a Shelf Suspension Period permitted by Section 4(a3(a) hereof; provided, that no Additional Interest shall accrue on the Notes following the seventh anniversary of the Merger Date. Notwithstanding anything in this Agreement to the contrary, neither the Issuers nor the Guarantors shall be obligated to pay any Additional Interest, and no Additional Interest shall accrue, on any series of Notes prior to the date that is five years after the Merger Date.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 280 days after the Initial Placement Date, Closing Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Issuers hereby agree that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.000.50% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Issuers set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company has neither (i) exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated or nor (ii) had a Shelf Registration Statement has not been declared effective by the Commission effective, in either case on or prior to the 360th 270th day after the Initial Placement Issue Date, (B) notwithstanding clause (A), the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 270th day after the date of the delivery of the Shelf Notice, or (b) C), if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities Notes registered thereunder) (each, a “Registration Default”), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-90 day period that such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the IssuersCompany) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.the

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the last date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th day last 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose (except as specifically permitted herein, including with respect to any Suspension Period as provided in Section 6(a) hereof) without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Notes shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) (such Additional Interest to be calculated by . Following the Issuers) commencing on earlier of (x) the 361st day after the Initial Placement Date, in the case cure of clause (a) above, or all Registration Defaults relating to any particular Transfer Restricted Notes and (y) the day on which there are no outstanding Transfer Restricted Notes, the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Notes; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tenderedthat, or upon the effectiveness of the applicable Shelf if after any such reduction in interest rate, a different Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5Default occurs, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.interest rate borne

Additional Interest. If (a) The parties hereto agree that the Holders of the Exchange Offer has Notes or the Transfer Restricted Notes, as the case may be, will suffer damages if the Issuer fails to perform its obligations under Section 2 or Section 3 hereof and that it would not been Consummated be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with the Commission on or a Shelf prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the 360th day date specified herein for such effectiveness after such obligation arises, (iii) if the Initial Placement DateExchange Offer is required to be Consummated hereunder, the Exchange Offer has not been Consummated by the Issuer within the time period set forth in Section 2(a) or (biv) if applicable, a Shelf the applicable Registration Statement has been is filed and declared effective but shall thereafter cease to be effective or usable in connection with the Exchange Offer or resales of Transfer Restricted Notes during the Effectiveness Period (other than because of the sale of all of a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement covering the Transfer Restricted Securities registered thereunderNotes or the Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then additional the interest rate on the Transfer Restricted Notes will increase (“"Additional Interest”) shall accrue on "), with respect to the principal amount first 90-day period immediately following the occurrence of the Notes at a rate of such Registration Default, by 0.25% per annum (which rate and will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that until such Registration Default has been cured, up to a maximum amount of 0.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest continues with respect to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that Default will cease and upon the exchange cure of all Registration Defaults the Exchange Notes for all interest rate on the Transfer Restricted Securities tendered, or upon Notes will revert to the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoforiginal rate.

Additional Interest. If (a) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer has not been Consummated Registration Statement or a the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the 360th day after the Initial Placement DateAct pursuant to Section 2(a) or 3(b), respectively, or (biii) if applicablethe Exchange Offer has not been Consummated within 210 days after the date of issuance of the Securities, a or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement has been required by Section 2(a) or 2(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective during (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Effectiveness Period Commission under the Act (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv) is referred to herein as a "Registration Default"), then additional the interest (“Additional Interest”) shall accrue rate on the principal amount New Securities will be increased, for the period from the occurrence of the Notes Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate of will be reduced to its initial rate) by 0.25% per annum (which rate will be increased during the first 90-day period following the occurrence and during the continuation of the Registration Default, and by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate during which such Additional Interest accrues may in no event exceed Registration Default continues. The interest rate will not at any time be increased by greater than 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer has not been Consummated Registration Statement or a the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the 360th day after the Initial Placement DateAct pursuant to Section 2(a) or 3(b), respectively, or (biii) if applicablethe Exchange Offer has not been consummated within 240 days after the date of issuance of the Securities, a or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement has been required by Section 2(a) or 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective during (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Effectiveness Period Commission under the Act (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iv) is referred to herein as a “Registration Default”), then additional the interest (“Additional Interest”) shall accrue rate on the principal amount Securities will be increased, for the period from the occurrence of the Notes Registration Default until such time as all Registration Defaults are cured (at a which time the interest rate of will be reduced to its initial rate) by 0.25% per annum (which rate will be increased during the first 90-day period following the occurrence and during the continuation of the Registration Default, and by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate during which such Additional Interest accrues may in no event exceed 1.00Registration Default continues. The interest rate will not at any time be increased by greater than 0.50% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If In the event that (ai) the Exchange Offer has not been Consummated or a Shelf Registration Statement has is not been declared effective by filed with the Commission SEC on or prior to the 360th 60th calendar day following the Closing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 120th calendar day following the Closing Time, (iii) the Exchange Offer is not consummated on or prior to the 150th calendar day following the Closing Time or (iv) if a Shelf Registration Event shall have occurred and if by 180 days after the Closing Time a Shelf Registration Statement is not declared effective, in each case (i)-(iv) the interest rate borne by the Securities shall be increased (the "Additional Interest") by one-half of one percent (0.50%) per annum from and including the 61st day following the Closing Time until, but excluding, the date the Exchange Offer Registration Statement is filed in the case of (i) above, from and including the 121st day following the Closing Time until, but excluding, the date the Exchange Offer Registration Statement is declared effective in the case of clause (ii) above, from and including the 151st day following the Closing Time until, but excluding, the consummation of the Exchange Offer in the case of (iii) above or, solely with respect to Securities which could not be exchanged as set forth above, Exchange Securities that are not freely tradeable and Private Exchange Securities, from and including the 181st day after the Initial Placement DateClosing Time in the case of clause (iv) above. In addition, such interest rate shall be increased by an additional one-quarter of one percent (0.25%) per annum for each 90-day period that any such Additional Interest continues to accrue pursuant to this Section 2(e); provided, however, that the aggregate maximum increase in such interest rate pursuant to this Section 2(e) will in no event exceed one percent (1.00%) per annum. Upon (w) the filing of the Exchange Offer Registration Statement in the case of clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (y) the date of the consummation of the Exchange Offer in the case of clause (iii) above or (bz) if applicablethe effectiveness of a Shelf Registration Statement in the case of clause (iv) above, a provided that none of the conditions set forth in clauses (i), (ii), (iii) and (iv) above continues to exist, the interest rate borne by the Securities from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate. In the event that the Shelf Registration Statement has been declared effective but shall thereafter cease and subsequently ceases to be effective during prior to the end of the Effectiveness Period (other than because subject to extension pursuant to the last paragraph of the sale of all of the Transfer Restricted Securities registered thereunderSection 3 hereof), then additional for a period in excess of 45 days, whether or not consecutive, in any given year, then, the interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated borne by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) aboveSecurities, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Private Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof)Securities, as the case may be, shall cease be increased by an additional one-half of one percent (0.50%) per annum on the 46th day in the applicable year such Shelf Registration Statement ceases to accruebe effective. Notwithstanding any other provisions Such interest rate shall be increased by an additional one-quarter of this Section 5one percent (0.25%) per annum for each additional 90 days that such Shelf Registration Statement is not effective, subject to the same aggregate maximum increase in the interest rate per annum of one percent (1.00%) per annum referred to above. Upon the effectiveness of a Shelf Registration Statement, the Issuers interest rate borne by the Securities, or the Private Exchange Securities, as the case may be, shall not be obligated reduced to their original interest rate unless and until increased as described in this paragraph. 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 Securities or of Private Exchange Securities, as the case may be, 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 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 provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofshall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Issuers hereby agree that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of be increased by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.00% per annum) annum (such increase, “Additional Interest to be calculated by the IssuersInterest”) commencing on (x) the 361st 270th day after the Initial Placement Closing Date, in the case of clause (ai) above, or (y) the day such Shelf Registration ceases Statement cease to be effective effective, in the case of clause (bii) above. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, 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. Any amounts of 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 accrued pursuant to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted will be paid in arrears in cash semiannually by Section 4(a) hereofwire transfer of immediately available funds or by federal funds check on the Additional Interest Payment Dates applicable to the Holders of record specified in the Indenture, commencing with the first such Additional Interest Payment Date occurring after any Additional Interest commences to accrue.

Additional Interest. If (aa Registration Default set forth under Section 2(f) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), occurs then additional interest (as described below in this Section 2(g), “Additional Interest”) shall will accrue on the principal amount of the Notes held by any Holder that is unable to resell the Notes held by it solely as a result of such Registration Default from, and including, the day following the Registration Default to, but excluding, the earlier of (i) the day on which the Registration Default has been cured or (ii) the day that is two years from the Issue Date. Additional Interest shall be paid semiannually in arrears, with the first semiannual payment due on the first interest payment date, as applicable, following the date on which such Additional Interest begins to accrue, and shall accrue at a rate of 0.25% per annum year equal to (which rate will be increased by x) an additional 0.25% per annum for each subsequent 90-of the principal amount to, and including, the 90th day period that following such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or Registration Default and (y) an additional 0.50% of the principal amount from and after the 91st day following such Shelf Registration ceases to be effective in the case of clause (b) aboveDefault; provided, however, that upon the exchange in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness principal amount of the applicable Shelf Notes, and in no event will the Additional Interest for a Registration Statement which had ceased Default together with Additional Interest with respect to remain effective, an event of default concerning the reporting obligations in the Indenture or the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939 accrue at a rate exceeding 0.75%; and provided further that a Registration Default shall cease and Additional Interest on the principal amount of 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, thereof shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.:

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any Registration Statement has been required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Effectiveness Period (other than because of Company hereby agrees that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder), then additional interest shall be increased (“"Additional Interest”") shall accrue on the principal amount of the Notes at a rate of by 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may period, but in no event shall such increase exceed 1.001.0% per annum) (such Additional Interest . Following the cure of all Registration Defaults relating to be calculated any particular Transfer Restricted Securities, the interest rate borne by the Issuers) commencing on (x) relevant Transfer Restricted Securities will be reduced to the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day original interest rate borne by such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (ai) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated filed with the Commission on or a Shelf prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the 360th 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 Initial Placement Date, Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (biv) if applicable, a Shelf any of the Registration Statement has been Statements required by this Agreement is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without being succeeded immediately 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 (iv), a “Registration Default”), the Effectiveness Period (other than because of Issuers hereby agree that the sale of all of interest rate borne by the Transfer Restricted Securities registered thereunder)shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, then additional interest but in no event shall such increase exceed 1.00% per annum (“Additional Interest”) shall accrue on ). Following the principal amount cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Notes at a interest rate of 0.25% per annum (which rate borne by the relevant Transfer Restricted Securities will be increased reduced to the original interest rate borne by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness foregoing provisions. All obligations of the applicable Shelf Registration Statement which had ceased Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to remain effective, Additional Interest on any Transfer Restricted Security at the Notes 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 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereoffull.

Additional Interest. If (a) The parties hereto agree that the Exchange Offer has Holders of Transfer-Restricted Securities will suffer damages if the Issuer and the Guarantor fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not been Consummated or a be feasible to ascertain the extent of such damages. Accordingly, if required, (i) the Shelf Registration Statement has is required pursuant to Section 2 hereof but is not been declared effective within 420 days after the Issue Date (or such later date as required by Section 2(a)), (ii) the Commission Registered Exchange Offer is not consummated on or prior to the 360th day 420 days after the Initial Placement Issue Date, or (biii) if applicable, a the Shelf Registration Statement has been required pursuant to Section 2 hereof is filed and declared effective but shall thereafter cease to be effective during (at any time that the Effectiveness Period Issuer is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (other than because of the sale of all of the Transfer Restricted Securities registered thereundereach such event referred to in clauses (i) through (iii), then an “Additional Interest Trigger”), the Issuer and the Guarantor will be jointly and severally obligated to pay additional interest (“Additional Interest”) shall accrue to each Holder of Transfer-Restricted Securities, in an amount equal to 0.25% per annum on the principal amount of Transfer-Restricted Securities held by such Holder immediately following the Notes at a rate occurrence of one or more such Additional Interest Triggers. In no event, however, shall the Issuer and the Guarantor be required to pay Additional Interest in excess of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The Company and the Exchange Offer has Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill certain of its obligations under Section 2 hereof and that it would not been Consummated or a be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Registrable Securities ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below. Additional Interest shall accrue: (i) if the Initial Shelf Registration Statement has is not been declared effective by the Commission SEC on or prior to the 360th day after Effectiveness Date or (ii) if the effectiveness of the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective for resales thereunder is suspended at any time during the Effectiveness Period (other than because during a Blackout Period) (each a "REGISTRATION DEFAULT"). In each case, Additional Interest will be payable on the Registrable Securities included (or that would have been included but for the Company's failure to comply with Section 4(a) hereof and provided the Holder thereof did not fail to comply with the provisions of Section 4(o) hereof) in such Registration Statement over and above the stated interest rate of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes Debentures at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that on the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) Amount of Registrable Securities, commencing on (x) the 361st 181st day after the Initial Placement Date, Issue Date in the case of clause (ai) above, or above and (y) the day such Initial Shelf Registration ceases to be effective is suspended in excess of the Blackout Period in the case of clause (bii) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or (1) upon the effectiveness of the applicable Shelf Registration Statement as required hereunder (in the case of clause (a)(i) of this Section 3) or (2) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effectivehas been suspended (in the case of (a)(ii) of this Section 3), Additional Interest on the Notes in respect of which such events relate Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may beclause, shall cease to accrue. Notwithstanding any other provisions ; provided further, however, that Additional Interest on the Regis- trable Securities may accrue under only one of the foregoing clauses (a)(i) and (a)(ii) of this Section 53 at any one time. It is understood and agreed that, notwithstanding any provision to the contrary, (1) no Additional Interest shall accrue on any Registrable Securities that are then covered by an effective Shelf Registration Statement and (2) the right to receive Additional Interest shall be the sole and exclusive remedy to the Holders of the Registrable Securities for breach by the Company of its registration obligations. As used herein, the Issuers term "BLACKOUT PERIOD" means a period of time not to exceed 45 days in any 90-day period, and not to exceed an aggregate of 120 days in any 365-day period, during which the Company suspends the effectiveness of the Initial Shelf Registration Statement and the use of the Prospectus included in the Initial Shelf Registration Statement referred to above (1) under certain circumstances relating to pending corporate developments, including but not limited to acquisitions, divestitures, dispositions and financings, public filings with the SEC and similar events or (2) the occurrence of any other event which would require disclosure of material non-public information by the Company as to which the Company has a bona fide business purpose for preserving confidentiality; provided, that, so long as Registrable Securities are outstanding the Company shall provide the Trustee with prompt written notice of the commencement of and prompt written notice of the termination of each such Blackout Period; provided further, however, that the Company need not be obligated specify the nature of the event giving rise to pay Additional Interest provided a Blackout Period in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofany such notice to the Trustee.

Additional Interest. If In the event that (ai) the Exchange Offer has not been Consummated or a Shelf Registration Statement has is not been declared effective by filed with the Commission SEC on or prior to the 360th 60th calendar day following the Closing Time, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 120th calendar day following the Closing Time, (iii) the Exchange Offer is not consummated on or prior to the 150th calendar day following the Closing Time or (iv) if the law or applicable interpretations of the SEC thereof prohibit a Holder from participating in the Exchange Offer or if such Holder does not receive freely tradeable Exchange Securities pursuant to the Exchange Offer or if for any reason the Exchange Offer is not consummated within 150 days of the Closing Time, and if by 180 days after the Closing Time a Shelf Registration Statement is not declared effective, the interest rate borne by the Securities shall be increased (the "Additional Interest") by one-quarter of one percent (0.25%) per annum from and including the 61st day following the Closing Time in the case of (i) above, from and including the 121st day following the Closing Time in the case of clause (ii) above, from and including the 151st day following the Closing Time in the case of (iii) above or, solely with respect to Securities which could not be exchanged as set forth above, Exchange Securities that are not freely tradeable and Private Exchange Securities, from and including the 181st day after the Initial Placement DateClosing Time in the case of clause (iv) above. Upon (w) the filing of the Exchange Offer Registration Statement in the case of clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement in the case of clause (ii) above, (y) the date of the consummation of the Exchange Offer in the case of clause (iii) above or (bz) if applicablethe effectiveness of a Shelf Registration Statement in the case of clause (iv) above, a and provided, however, that none of the conditions set forth in clauses (i), (ii), (iii) and (iv) above continues to exist, the interest rate borne by the Securities from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate. In addition, such interest rate shall be increased by an additional one-quarter of one percent (0.25%) per annum for each 90-day period that any Additional Interest continues to accrue pursuant to this Section 2(e); provided, however, that the aggregate increase in such interest rate pursuant to this Section 2(e) will in no event exceed one percent (1.00%) per annum. In the event that the Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration and subsequently ceases to be effective in prior to the case of clause (b) above; provided, however, that upon the exchange end of the Exchange Notes for all Transfer Restricted Securities tendered, Effectiveness Period or upon the effectiveness of the applicable if such a Shelf Registration Statement which had ceased was filed solely at the request of either Initial Purchaser pursuant to remain effectiveSection 2(b)(iv) hereof, Additional Interest on one year after the Notes date of issuance of the Securities (in respect each instance, to extension pursuant to the last paragraph of which such events relate as Section 3 hereof), for a result period in excess of such clause (30 days, whether or not consecutive, in any given year, then, the interest rate borne by the Securities, or the relevant subclause thereof)Private Exchange Securities, as the case may be, shall cease be increased by an additional one-quarter of one percent (0.25%) per annum on the 16th day in the applicable year such Shelf Registration Statement ceases to accruebe effective. Notwithstanding any other provisions Such interest rate shall be increased by an additional one-quarter of this Section 5one percent (0.25%) per annum for each additional 90 days that such Shelf Registration Statement is not effective, subject to the same aggregate maximum increase in the interest rate per annum of one percent (1.00%) per annum referred to above. Upon the effectiveness of a Shelf Registration Statement, the interest rate borne by the Securities, or the Private Exchange Securities, as the case may be, shall be reduced to their original interest rate unless and until increased as described in this paragraph. The Issuers shall not 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 obligated paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities or of Private Exchange Securities, as the case may be, 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 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 provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofshall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Reference Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Reference Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantors fails to Consummate the Exchange Offer (a “Registration Default”) 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 additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below if the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Consummation Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) Interest shall accrue on the principal amount of the Notes over and above any stated interest at a per annum rate of 0.25% per annum (which on the principal amount such Notes for the first 90 days immediately following the Consummation Date, such Additional Interest rate will be increased increasing by an additional per annum rate of 0.25% per annum for on the principal amount such Notes at the beginning of each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveperiod; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time a per annum rate of 1.0% over and above any stated interest rate; and provided further, that upon the exchange Consummation of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Offer Additional Interest on the Notes in respect of which such events relate or the Shelf Notes, as applicable, as a result of such clause (or the relevant subclause thereof), as the case may be, ) shall cease to accrue. Notwithstanding any other provisions the foregoing, Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration Statement to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 5, 4 constitutes liquidated damages with respect to a Registration Default and shall be the Issuers shall not be obligated exclusive monetary remedy available to pay Additional Interest provided in this Section 5 during the Holders with respect to a Shelf Suspension Period permitted by Section 4(a) hereofRegistration Default.

Additional Interest. (a) If (ai) the Exchange Offer has is not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after Consummation Target Date, (ii) the Initial Placement DateShelf Registration Statement, if required pursuant to Section 4(a) hereof, has not become effective on or prior to the date specified in Section 4(a)(y), or (biii) if applicable, a the Shelf Registration Statement has been is filed and declared effective but shall thereafter cease to be effective during or fail to be usable for its intended purpose without the Effectiveness Period Company curing such failure by causing a post-effective amendment to such Registration Statement to be filed and declared effective within 45 days (other than because of each such event referred to in clauses (i) through (iii), a “Registration Default”), the sale of all of Company hereby agrees that the interest rate borne by the Transfer Restricted Securities registered thereunder)shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, then additional interest but in no event shall such increase exceed 0.50% per annum (“Additional Interest”). Upon the earlier of (i) shall accrue on the principal amount date all Registration Defaults relating to any particular Transfer Restricted Securities have been cured or (ii) the date of which all the Notes at a and Exchange Notes otherwise cease to be Registrable Securities, the interest rate of 0.25% per annum (which rate borne by the relevant Transfer Restricted Securities will be increased reduced to the original interest rate borne by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on (x) the 361st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) aboveTransfer Restricted Securities; provided, however, that upon that, if after any such reduction in interest rate, a different Registration Default occurs, the exchange of interest rate borne by the Exchange Notes for all relevant Transfer Restricted Securities tendered, or upon shall again be increased pursuant to the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, 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. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereofforegoing provisions.