Common use of Additional Interest Clause in Contracts

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers, the Guarantors and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company Issuers or any Guarantor fails the Guarantors fail to fulfill its material 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 Company Issuers and the Guarantors agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Registrable Securities of the applicable series of Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuers have neither (and any Guarantori) has not exchanged Exchange Notes Securities for all Notes Securities of such series validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 60th Business Day day that is five years after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date Effectiveness Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use because of the prospectus included in any Shelf Registration and such suspensionssale of all of the Securities registered thereunder), when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the applicable series of Notes at a rate of 0.25% per annum of (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 principal amount of rate at which such Notes Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (wx) the 61st Business Day day after the Effectiveness date that is five years after the Issue Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Shelf Registration (if required) ceases to be effective without being declared effective again within 30 days in the case of (CB) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of the Exchange Notes Securities for all Notes Securities of such series tendered (in the case of clause (iii)(AA) aboveof this Section 5), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(CB) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) abovethis Section 5), Additional Interest on the Notes or the Shelf Note, as applicable, 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 Xxxxxxx 0, xxxx of the foregoing, (x) Issuers or the amount of Guarantors shall be obligated to pay Additional Interest payable shall not increase because more than one Registration Default has occurred and is pendingprovided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, and (y) that no Additional Interest shall be payable for Registration Defaults related to a failure accrue on the Notes following the seventh anniversary of the Company Issue Date. Notwithstanding anything in this Agreement to cause a Shelf Registration the contrary, neither the Issuers nor the Guarantors shall be obligated to be declared effective only to Holders of Shelf Notes. pay any Additional Interest, and no Additional Interest pursuant to this Section 4 shall be the sole and exclusive remedy available accrue, on any series of Notes prior to the Holders with respect to a Registration Defaultdate that is five years after the Issue Date. (b) The Company Issuers shall notify the applicable Trustee within five Business Days three business days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(iia) of this Section 4 5 will be payable in cash in arrears, semiannually on the interest payment dates and in the manner provided stated in the Indenture and whether or not any cash interest would then be payable with respect to the applicable series of Notes (to the holders of record of such series of Notes on the record dates stated in the Indenture with respect to such dateseries of Notes immediately preceding such dates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueaccrue with respect to such series of Notes. The amount of Additional Interest will be determined by the Issuers by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicableapplicable series of Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuer and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree Issuer agrees to pay pay, as liquidated damages, additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement (or is declared effective, within, in lieu thereofeach case, a Shelf Registration) has not been filed on or prior to 240 days of the Filing Dateclosing date of the Acquisition, then Additional Interest shall accrue on the Notes over at a rate of 0.25% per annum on the principal amount of such Notes for the first 90 days from and above any stated interest including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes; or (ii) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, if the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 240th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes; or (iiiii) if the Exchange Shelf Registration Statement (or in lieu thereof, a Shelf Registrationrequired by Section 3(a) is not of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on or prior the applicable day following the date on which such Shelf Registration Statement ceases to the Effectiveness Datebe effective, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Effectiveness Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time period thereafter; provided that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on in the Notes, over and above any stated interest, at a rate of 0.25aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodNotes; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that upon (1) upon the filing completion of the Exchange Registration Statement Offer (in the case of paragraph (i) above), (2) upon the effectiveness of the Exchange Shelf Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or paragraph (ii) above) or and (43) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause paragraph (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Diii) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuer shall notify the Trustee within five one Business Days Day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”) and within one Business Day after such Additional Interest ceases to accrue. Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semiannually on each May 1 and November 1 (to the holders of record on the dates April 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuers, jointly and the Guarantors severally, agree to pay pay, as liquidated damages, additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (; and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.5% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Initial Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), ) or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually by wire transfer of immediately available funds or by federal funds check on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuers, jointly and the Guarantors severally, agree to pay pay, as liquidated damages, additional cash interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and (iii) if (A) the Company (and any Guarantor) has Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day day after the Effectiveness Date, date on which the Exchange Registration Statement is declared effective or (B) the Exchange Registration Statement ceases Initial Shelf Registration, if required to be filed hereunder, is not declared effective at any time on or prior to the time that 180th day after the Exchange Offer is consummated, Issue Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 61st Business Day 60th day after the Effectiveness Datedate on which the Exchange Registration Statement is declared effective, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause or (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.5% per annum; and provided furtherPROVIDED FURTHER, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Initial Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), ) or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "EVENT DATE"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually by wire transfer of immediately available funds or by federal funds check on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Each of the Issuers and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company any Issuer or any Subsidiary Guarantor fails to fulfill its material 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 Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes, other than the Affiliate Registrable Notes (“Additional Interest”) ), under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if either the Exchange Registration Statement (or in lieu thereofor, a if applicable, the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date or the Shelf Filing Date, respectively, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if either the Exchange Registration Statement (or in lieu thereofor, a if applicable, the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date or the Shelf Effectiveness Date, respectively, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuers (and any Subsidiary Guarantor) has have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunderthereunder or no Registriable Notes are outstanding) and is not declared effective again within 30 days, or (D) pending the Company issues announcement of a valid material corporate transaction, the Issuers issue a written notice pursuant to suspend Section 6(e)(iv) or (v) that a Shelf Registration or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any Shelf Registration and 365-day period for which all such suspensionsnotices issued or required to be issued, when taken together with all other suspensionshave been, if anyor were required to be, during any 12-month period in effect exceeds 120 days, thendays in the aggregate or 30 days consecutively, in each such casethe case of a Shelf Registration, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the 31st day following the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 daysagain, in the case of clause (B) above, or (y) the 31st day following the date such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the 16th day in the Shelf aggregate the Exchange Registration has ceased Statement ceases to be usable for in any 365 day period, or the 121st day in the aggregate or the 31st consecutive day that a period exceeding 120 days during any 12-month period Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the usability of such Shelf Registration or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five three Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If (ai) The Company 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) any of such Registration Statements has not been declared effective by the Commission on or prior to the 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 Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within two Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each Guarantor acknowledges such event (but in each case excluding any such event with respect to the Exchange Offer or the Exchange Offer registration statement in each case from and agrees after the time that the Holders of Registrable Notes will suffer damages if Company becomes obligated to file the Company or any Guarantor fails shelf registration statement) referred to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iiiiv) belowabove, a “Registration Default” ”), Cinemark and the Guarantors hereby agree to pay, jointly and severally, additional cash interest (“Additional Interest”) to each Holder of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereofApplicable Securities. Such Additional Interest, a Shelf Registration) has not been filed on or prior with respect to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days 90-day period immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning occurrence of each such subsequent 90-day period; providedRegistration Default, however, that shall equal an increase in the maximum Additional Interest annual interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue0.5%. The amount of Additional Interest will be determined increase by multiplying the applicable an additional 0.5% per annum with respect to each subsequent 90-day period relating to each such Registration Default until all Registration Defaults have been cured, up to a maximum amount of Additional Interest rate by for all Registration Defaults of 1.0% per annum. The Securities will not accrue Additional Interest from and after the applicable principal amount second anniversary of the Notes Closing Date even if Cinemark is not in compliance with its obligations under this Agreement. Cinemark shall notify the Trustee within one Business Day after (i) each and every Registration Default and (ii) the date the Registration Default has been so cured. Cinemark and the Guarantors shall, jointly and severally, pay all accrued Additional Interest to Holders in New York, New York by wire transfer of immediately available funds or by federal funds check in the Shelf same manner as interest is paid under the Notes, as applicable, multiplied by a fraction. Following the cure of all Registration Defaults relating to any particular Applicable Securities, the numerator accrual of which is the number of days such Additional Interest rate was applicable during with respect to such period (determined on Applicable Securities will cease. The parties agree that the basis obligation to pay Additional Interest will be the sole remedy of Holders with respect to damages arising from a 360-day year comprised Registration Default. All obligations of twelve 30-day months and, Cinemark and the Guarantors set forth in the case of a partial month, preceding paragraph that are outstanding with respect to any Applicable Security at the actual number of days elapsed), and the denominator of which is 360time such security ceases to be an Applicable Security shall survive until such time as all such obligations with respect to such Security shall have been satisfied in full.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes (“"Additional Interest”") under the ------------------- circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, if so required in the case of an Initial Shelf Registration by this Agreement, or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 61st day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 60th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 180 days after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffective- ness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 61st Business Day 181st day after the Effectiveness Date, such Issue Date in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (B) and (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Notes -------- ------- may not exceed at any one time in the aggregate 1.001.0% per annum; and provided further, further that (1) upon -------- ------- the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ciii)(B) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable and (in the case of clause (iii)(DC) above), Additional Interest on the any Registrable Notes or the Shelf Note, as applicable, then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional ---------- Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicablesubject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.

Additional Interest. If (ai) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors fail to use their commercially reasonable efforts to have any of the Registration Statements required by this Agreement declared effective by the Commission on or prior to the applicable Effectiveness Deadline; or (ii) if applicable, the Shelf Registration Statement is declared effective but thereafter ceases to be effective or the Prospectus contained therein ceases to be usable (a) on more than two occasions during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period, and such failure to remain effective or be usable exists for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in clause (i) or (ii) above, a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Notes for Holder with respect to the first 90 days 90-day period immediately following the Filing Date, occurrence of such Registration Default. The rate of the Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period; (ii) if the Exchange period until all Registration Statement (or in lieu thereofDefaults have been cured, up to a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, maximum rate of Additional Interest shall accrue on the Notes over and above any stated interest at a rate for all Registration Defaults of 0.251.0% per annum of the principal amount of such Notes for the first 90 days immediately following Transfer Restricted Securities outstanding; provided that the Effectiveness Date, such Company and the Guarantors shall in no event be required to pay Additional Interest rate increasing by an additional 0.25% per annum for more than one Registration Default at any given time. Notwithstanding anything to the beginning of each subsequent 90-day period; contrary set forth herein, (iii1) if (A) upon the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms effectiveness of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated(and/or, (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 daysStatement), in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (Ci) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (12) upon the filing of a post-effective amendment to the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange or an additional Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or that causes the Shelf Registration or, if Additional Interest shall Statement to again be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (made usable in the case of clause (iii)(Aii) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on payable with respect to the Notes or the Shelf Note, as applicable, Transfer Restricted Securities as a result of such clause (i) or the relevant subclause thereof) (ii), as applicable, shall cease to accruecease. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) All accrued Additional Interest shall be payable for Registration Defaults related to a failure of paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to cause a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Section 4 shall be the sole and exclusive remedy available make such payment on their behalf) to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrearsentitled thereto, on the dates and in the manner provided for the payment of interest in the Indenture Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and whether or not the Exchange Notes. Notwithstanding the fact that any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such securities for which Additional Interest commences are due cease to accrue. The amount be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Additional Interest will with respect to securities that accrued prior to the time that such securities ceased to be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, Transfer Restricted Securities shall survive until such time as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during obligations with respect to such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, securities shall have been satisfied in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360full.

Additional Interest. (a) The Company Each Issuer and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company Issuers or any Subsidiary Guarantor fails to fulfill its material 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 Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed with the SEC on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuers (and any Subsidiary Guarantor) has have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date the Closing Date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the Company issues announcement of a valid material corporate transaction, the Issuers issue a written notice pursuant to suspend Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any one time; provided further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, however, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor Issuer acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree Issuer agrees to pay additional pay, as liquidated damages, cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuer (and any then existing Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 180th day after the Effectiveness Closing Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) Effectiveness Period and is not declared effective again within 30 days5 Business Days, or (D) pending the Company announcement of a material corporate transaction, the Issuer issues a valid written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Notes over and above any stated interest, interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on the (w) the 61st Business Day 181st day after the Effectiveness Closing Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days5 Business Days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes shall only accrue with respect to one default under Sections 4(a)(i), (ii) or (iii) at a time (and shall accrue under the Section affording the highest rate of Additional Interest) and the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which that had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuer shall notify the Trustee within five two Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearsquarterly, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual quarterly date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such semi-annual period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees parties hereto agree that the Holders of Registrable Transfer Restricted Euro Senior Notes will suffer damages if the Company or any Guarantor fails Issuer and the Guarantors fail to fulfill its material their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the Company event that either (i) the Registered Exchange Offer is not completed (other than in the event the Issuer and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, file a Shelf RegistrationRegistration Statement) has or (ii) the Shelf Registration Statement, if required hereby, is not been filed declared effective, in either case on or prior to 290 days after the Filing Issue Date (the "Target Registration Date"), Additional Interest shall accrue the interest rate on the Euro Senior Notes over and above any stated interest at a rate of will be increased by (x) 0.25% per annum of the principal amount of such Notes for the first 90 days 90-day period immediately following the Filing Date, such Additional Interest rate increasing by Target Registration Date and (y) an additional 0.25% per annum at the beginning of with respect to each subsequent 90-day period;, in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Euro Senior Notes cease to constitute Transfer Restricted Euro Senior Notes, up to a maximum of 1.00% per annum of additional interest. (iib) if If the Exchange Shelf Registration Statement (or in lieu thereof, a Shelf Registration) is not has been declared effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable at any time during the Shelf Registration Period (as a result of the issuance by the Issuer of a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuer of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to be issued or for any other reason), and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any twelve-month period, then the interest rate on or prior to the Effectiveness Date, Additional Interest shall accrue Euro Senior Notes that constitute Transfer Restricted Euro Senior Notes will be increased (commencing on the Notes over and above any stated interest at a rate of 61st day in such twelve-month period) by (x) 0.25% per annum of the principal amount of such Notes for the first 90 days 90-day period immediately following the Effectiveness Date, such Additional Interest rate increasing by 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior respect to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the up to a maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate of 1.00% per annum; and provided furtherannum of additional interest, which additional interest shall cease to accrue on such date that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration orStatement has again been declared effective or the prospectus contained therein again becomes usable. If after any such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, if Additional Interest additional interest will again accrue pursuant to the foregoing provisions. (c) The Issuer shall notify the Trustee and the paying agent under the Euro Senior Indenture promptly upon the happening of each and every event that results in the accrual of additional interest pursuant to Section 3(a) or 3(b) (any such event being called a "Registration Default"). The Issuer and the Guarantors shall pay the additional interest due on the Transfer Restricted Euro Senior Notes by depositing with the paying agent (which may not be the Issuer for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Euro Senior Indenture and the Euro Senior Notes, sums sufficient to pay the additional interest then due. The additional interest due shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior on each interest payment date specified by the Euro Senior Indenture and the Euro Senior Notes to the Shelf Effectiveness Date, upon record holder entitled to receive the effectiveness interest payment to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a applicable Registration Default. (bd) The Company shall notify parties hereto agree that the Trustee within five Business Days after liquidated damages in the form of additional interest provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Euro Senior Notes by reason of the failure of (i) the Registered Exchange Offer to be completed, (ii) the Shelf Registration Statement, if required hereby, to be declared effective or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each and every case to the extent required by this Agreement. (e) As used herein, the term "Transfer Restricted Euro Senior Notes" means (i) each Euro Senior Note until the date on which such Euro Senior Note has been exchanged for a freely transferable Exchange Euro Senior Note in the Registered Exchange Offer, (ii) each Euro Senior Note until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Default occurs Statement or (iii) each Euro Senior Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in respect Sections 3(a) and 3(b) hereof, the Issuer and the Guarantors shall not be required to pay additional interest to a Holder of which Additional Interest is Transfer Restricted Euro Senior Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be paid. Any accrued amounts of Additional Interest due provided by it, if any, pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed4(n), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes Transfer Restricted Securities will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date or, if required to be filed pursuant to Section 2(i) and Section 3 above, the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Shelf Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iiiii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer is not consummated on or prior to the 60th 50th Business Day after the Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Registered Exchange Offer is consummated, or (C) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use end of the prospectus included in any Shelf Registration and Effectiveness Period or such suspensionsshorter period permitted pursuant to Section 3(a), when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 50th Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration Statement ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.000.50% per annum; and provided further, that that, (1) upon the filing effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(Aii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(Bii)(B) above), or upon the effectiveness of a Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Dii)(C) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement, as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) Accrued Additional Interest shall be payable for Registration Defaults related to a failure paid from and including the date on which any of the Company defaults described in (i) and (ii) above occurred to cause a Shelf Registration to be declared effective only to Holders but excluding the earlier of Shelf Notes. (i) the date on which Additional Interest pursuant would cease to this Section 4 accrue upon the cessation of the applicable event or events of default described in (1), (2) and/or (3) above or (ii) the date on which all of the Transfer Restricted Securities, other than any Notes beneficially owned by affiliates of the Company, otherwise become freely tradable by all Holders, without further Registration under the Securities Act. Notwithstanding any other provision hereof, the accrual and payment of Additional Interest shall be the sole and exclusive remedy available to any Holder upon the Holders with respect to a Registration Defaultoccurrence of any event of default described in Section 4(a)(i) through Section 4(a)(ii) herein. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if either the Exchange Offer Registration Statement (or in lieu thereof, a the Initial Shelf Registration) Registration Statement has not been filed on or prior to the Filing Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred prior to the Filing Date), Additional Interest shall accrue on the Notes over and above any the stated interest at on the principal of a rate of 0.25% per annum of the principal amount of such Notes equal to 50 basis points for the first 90 days (or any part thereof) immediately following the Filing Datesuch date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each subsequent 90-day periodperiod (or any part thereof); (ii) if lowing the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of day after such Notes for the first 90 days immediately following the Effectiveness Datedate, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each subsequent 90-day period;period (or any part thereof); and (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes Securities for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day fifth day after the Effectiveness Expiration Date, or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummatedExpiration Date, or (C) if applicable, a any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Notes (over and above any stated interest, interest otherwise payable on principal of the Notes) at a rate of 0.25% per annum of equal to 50 basis points for the principal amount of such Notes first 90 days (or any part thereof) commencing on (wx) the 61st Business Day sixth day after the Effectiveness Expiration Date, in the case of (A) above, or (xy) the date day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the such Shelf Registration has ceased Statement ceases to be usable for a period exceeding 120 days during any 12-month period effective in the case of clause (DC) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of 50 basis points for each such subsequent 90-day periodperiod (or any part thereof); provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum150 basis points; and provided provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4(a), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (43) upon the exchange of Exchange Notes Securities for all Notes validly tendered and not withdrawn (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) aboveof this Section 4(a), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, accrue (x) the but any accrued amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Defaultpayable). (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued amounts of Additional Interest amount shall be due pursuant and payable on each interest payment date immediately after the applicable Event Date to clause (a)(i) or (a)(ii) the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The parties hereto agree that the Additional Interest provided for in this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount constitutes a reasonable estimate of the Notes damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement or the Exchange Offer Registration Statement to be filed or declared effective, or a Shelf NotesRegistration Statement to remain effective, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months andcase may be, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360accordance with this Section 4.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors Issuers agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (a) neither (x) the Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement (or is declared effective, within, in lieu thereofeach case, a Shelf Registration) has not been filed on or prior to 360 days of the Filing Issue Date, then Additional Interest shall accrue on the Notes over at a rate of 0.25% per annum on the principal amount of such Notes for the first 90 days from and above any stated interest including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes; or (ii) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, if 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 following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Additional Interest shall accrue on the Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, from and including such Additional Interest rate specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes; or (iiiii) if the Exchange Shelf Registration Statement (or in lieu thereof, a Shelf Registrationrequired by Section 3(a) is not of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a), then commencing on or prior the applicable day, following the date on which such Shelf Registration Statement ceases to the Effectiveness Datebe effective, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Effectiveness Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time period thereafter; provided that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on in the Notes, over and above any stated interest, at a rate of 0.25aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semiannually on each April 15 and October 15 (to the holders of record on the dates April 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicableRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for until the first 90 days immediately following Effectiveness Date of the Filing DateExchange Registration Statement or the Initial Shelf Registration, such Additional Interest rate increasing by an additional 0.25% per annum at as the beginning of each subsequent 90-day periodcase may be; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for until the first 90 days immediately following Exchange Registration Statement or the Effectiveness DateInitial Shelf Registration, such Additional Interest rate increasing by an additional 0.25% per annum at as the beginning of each subsequent 90-day periodcase may be, is declared effective; (iii) if (A) the Company (and any Guarantor) Exchange Offer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer been consummated on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 60 days, or (D) pending the announcement of a material corporate transaction, the Company issues a valid written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 60 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 30 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) aboveabove and has not been declared effective again within 60 days, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in the case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.000.50% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the filing of a post-effective amendment or supplement to the Registration Statement or an additional Registration Statement that causes a Shelf Registration or Exchange Registration Statement to again be declared effective or made useable (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuer and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor Issuer fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree Issuer agrees to pay additional cash interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):: (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date, Additional Interest shall accrue Date or the Initial Shelf Registration has not been filed on or prior to the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Shelf Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is has not been declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue Date or the Initial Shelf Registration has not been declared effective on or prior to the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Shelf Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and/or (iii) if (A) the Company (and any Guarantor) Issuer has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 40th day after the Effectiveness Date, date on which the Exchange Offer Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated as to all Notes validly tendered or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary termination of its effective date the Effectiveness Period (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together accordance with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that Section 3(e)). (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (43) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of clause (iii)(A) above), or upon the subsequent effectiveness of the Exchange Registration Statement that which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of clause (iii)(B) above), or upon the subsequent effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding accrue and the foregoing, (x) interest rate on the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available Notes will revert to the Holders with respect interest rate otherwise applicable to a Registration Defaultthe Notes. (b) The Company Issuer shall notify the Trustee Holders within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "EVENT DATE"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearsquarterly on each March 1, June 1, September 1 and December 1 (to the Holders of record on the dates February 15, May 15, August 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueaccrue and until such Registration Default is cured, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 45 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues a valid written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 46th Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Company, the Guarantors and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails the Guarantors fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the each such Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (ii) if (A) neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective by the Commission on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on Registration Statement or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated), (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration but thereafter ceases to be effective (except as specifically permitted in such Registration Statement) at any time prior to during the first anniversary Effectiveness Period for period of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 fifteen consecutive days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on (w) the 61st Business Day after the Effectiveness Dateday such Exchange Offer Registration Statement or Shelf Registration, in as the case of (A) abovemay be, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 dayseffective, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; providedPROVIDED, howeverHOWEVER, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.5% per annum; and provided furtherPROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (ia)(i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (iia)(ii) aboveof this Section 4), or (3) upon the effectiveness of the Initial applicable Exchange Offer Registration Statement or Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ca)(iii) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) abovethis Section 4), Additional Interest on the Notes or the Shelf Note, as applicable, 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 the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five one Business Days Day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "EVENT DATE"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually on each June 1 and December 1 (to the holders of record on the dates May 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on November 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay additional cash interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the date required by this Agreement, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; (ii) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the 180th day following the date such Shelf Registration was filed, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; (iii) if (A) the Company (and any then existing Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than during any Blackout Period relating to such Shelf Registration Statement, or such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days), or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (wx) the 61st 31st Business Day after the Effectiveness Date, in the case of clause (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (DB) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; providedPROVIDED, howeverHOWEVER, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided furtherPROVIDED FURTHER, that (1) upon the filing of the Exchange Registration Statement or Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Diii)(B) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Additional Interest will not accrue under more than one of the foregoing clauses (1) -(3) at any one time. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) no 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 4 shall be the sole and exclusive remedy available to the Holders accrue with respect to a Registration DefaultNotes that are not Registrable Notes. (b) The Company shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "EVENT DATE"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole damages that will be suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in Sections 4(a)(i)-(iii) hereof.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material 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 under the Company Notes and the Guarantors agree Indenture to pay additional cash interest on the Notes (“"Additional Interest”) "), as liquidated damages, under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):: (i) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Shelf Registration) has not been filed Registration is declared effective by the SEC on or prior to the Filing relevant Effectiveness Date or (B) notwithstanding that the Company has Consummated or will Consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, for the first 90 days commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Dateannum, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 150th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date Effectiveness Period (other than after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days), or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, principal amount of the Notes over and above any the stated interest, interest at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on (wx) the 61st Business Day 151st day after the Effectiveness DateIssue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.to

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material 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 and as the Guarantors agree to pay sole and exclusive remedy therefor, additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):: (i) if the Exchange Offer Registration Statement (or Shelf Registration Statement is not filed with the SEC within, in lieu thereofthe case the Exchange Offer Registration Statement, 30 days following the Issue Date or, in the case of the Shelf Registration Statement, 30 days following a Shelf Registration) has not been filed on or prior to the Filing DateRequest, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 60 days immediately following commencing on the Filing Date31st day after the Issue Date or the Shelf Request, respectively, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) Registration Statement is not declared effective on or prior to within, in the Effectiveness Datecase of the Exchange Offer Registration Statement, 90 days following the Issue Date or, in the case of the Shelf Registration Statement, 90 days following a Shelf Request, Additional Interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following commencing on the Effectiveness Date91st day after the Issue Date or the Shelf Request, respectively, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 130 days after the Effectiveness Date, Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the first second anniversary of its effective date the Issue Date (other than such time as unless all the Notes have been disposed of sold thereunder) and is not declared effective again within 30 days), or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 50 days commencing on (wx) the 61st Business Day 131st day after the Effectiveness DateIssue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, or usable for its intended purpose in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the such Shelf Registration has ceased Statement ceases to be usable for a period exceeding 120 days during any 12-month period effective in the case of clause (DC) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes under clauses (i), (ii) or (iii) above, may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). The Company shall pay the Additional Interest due on the transfer restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any accrued amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable to the Holders of affected Notes in cash in arrears, semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the affected Registrable Notes or the Shelf Notes, as applicableof such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Each of the Issuers and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company any Issuer or any Subsidiary Guarantor fails to fulfill its material 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 Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) ), under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if either the Exchange Registration Statement (or in lieu thereofor, a if applicable, the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date or the Shelf Filing Date, respectively, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if either the Exchange Registration Statement (or in lieu thereofor, a if applicable, the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date or the Shelf Effectiveness Date, respectively, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuers (and any Subsidiary Guarantor) has have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunderthereunder or no Registrable Notes are outstanding) and is not declared effective again within 30 days, or (D) pending the Company issues announcement of a valid material corporate transaction, the Issuers issue a written notice pursuant to suspend Section 6(e)(iv) or (v) that a Shelf Registration or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any Shelf Registration and 365-day period for which all such suspensionsnotices issued or required to be issued, when taken together with all other suspensionshave been, if anyor were required to be, during any 12-month period in effect exceeds 120 days, thendays in the aggregate or 30 days consecutively, in each such casethe case of a Shelf Registration, or 15 days in the aggregate in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the 31st day following the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 daysagain, in the case of clause (B) above, or (y) the 31st day following the date such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the 16th day in the Shelf aggregate the Exchange Registration has ceased Statement ceases to be usable for in any 365 day period, or the 121st day in the aggregate or the 31st consecutive day that a period exceeding 120 days during any 12-month period Shelf Registration ceases to be usable in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the usability of such Shelf Registration or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five three Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Each of he Issuers and each Guarantor the Guarantors acknowledges and agrees that the Holders of Registrable Notes Transfer Restricted Securities will suffer damages if the Company Issuers or any Guarantor fails to fulfill its their material 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 Issuers and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% $0.25 per annum of the week per $1,000 principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% $0.25 per annum week per $1,000 principal amount of such Notes at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% $0.25 per annum of the week per $1,000 principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% $0.25 per annum week per $1,000 principal amount of such Notes at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuers (and any Guarantor) has have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th date that is 30 Business Day Days after the Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the Company issues announcement of a valid material corporate transaction, the Issuers issue a written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Offer Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Offer Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% $0.25 per annum of the week per $1,000 principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Offer Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% $0.25 per annum week per $1,000 principal amount of such Notes at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% $1.00 per annumweek per $1,000 principal amount of the Notes; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount For avoidance of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) doubt 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Defaultaccrue on Transfer Restricted Securities. (b) The Company Issuers shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause paid (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.an

Additional Interest. (a) The Company Company, the Guarantors and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):: (iii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (or in lieu thereof, a iii) if an Initial Shelf RegistrationRegistration required by Section 2(c)(2) has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum date 60 days after delivery of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day periodShelf Notice; (iiiv) if the Exchange an Initial Shelf Registration Statement (or in lieu thereof, a Shelf Registrationrequired by Section 2(c)(2) is has not been declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on date 120 days after the Notes over and above any stated interest at a rate of 0.25% per annum delivery of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;Shelf Notice; and/or (iiiv) if (A) the Company (and any Guarantor) has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated as to all Notes validly tendered or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use termination of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in Effectiveness Period. (each such case, event referred to in clauses (i) through (v) above is a "Registration Default"). The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest shall accrue as follows: the per annum interest rate on the Notes, over Notes will increase by 0.50% during the first 90-day period following the occurrence of a Registration Default and above any stated interest, at a rate of 0.25% until it is waived or cured; and the per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest interest rate increasing will increase by an additional 0.25% per annum at the beginning of for each such subsequent 90-day period; period during which the Registration Default remains uncured, up to a maximum additional interest rate of 2.0% per annum, provided, however, that the maximum only Holders of Private Exchange Notes shall be entitled to receive Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the effectiveness filing of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (iiii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (ii) above) or (45) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of clause (iii)(Av)(A) above), or upon the subsequent effectiveness of the Exchange Registration Statement that which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of clause (iii)(Bv)(B) above), or upon the subsequent effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Dv)(C) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding accrue and the foregoing, (x) interest rate on the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available Notes will revert to the Holders with respect to a Registration Defaultinterest rate originally borne by the Notes. (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(iia)(v) of this Section 4 will be payable in cash in arrears, semi-annually on each February 15 and August 15 (to the dates Holders of record on each February 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on August 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueaccrue and until such Registration Default is cured, by depositing with the Trustee, in trust for the benefit of such Holders, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date applicable thereto (i.e., 60 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the such applicable Filing Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (ii) if (A) neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable thereto (i.e., 120 days after the Issue Date) or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 45th day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that date on which the Exchange Offer is consummated, Registration Statement relating thereto was declared effective or (CB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 61st Business Day 46th day after the Effectiveness Datesuch effective date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (CB) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the effectiveness exchange of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ciii)(B) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) abovethis Section 4), Additional Interest on the Notes or the Shelf Note, as applicable, 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 the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually on each January 1 and July 1 (to the holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers acknowledge and each Guarantor acknowledges and agrees agree that the Holders of Registrable Notes Units will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its their material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors Issuers agree to pay additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; (iii) if (A) the Company Issuers (and any then existing Guarantor) has have not exchanged Exchange Notes Units for all Notes Units validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes Units have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the Company issues announcement of a valid material corporate transaction, the Issuers issue a written notice pursuant to suspend Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum in excess of the interest rate of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.000.50% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes Units for all Notes Units tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors Issuers agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) Registrable Notes are outstanding and (B)(x) the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) has is not been filed declared effective on or prior to the Filing Date5th Business Day following the Registration Trigger Date or (y) the Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement becomes effective, then Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date or the 30th day following the effective date of the Exchange Offer Registration Statement, as applicable, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90 day period; or (ii) if the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following delivery of the Shelf Notice, then, commencing on the day after such 90th day, Additional Interest shall accrue on the principal amount of the Registrable Notes over at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and above such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any stated interest time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 days in any twelve month period, then commencing on the 31st day during any such twelve month period, Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Filing Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodthereafter; provided, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed accrue under more than one of the foregoing clauses (i)—(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.001.0% per annum; and provided provided, further, however, that (1) upon the filing completion of the Exchange Registration Statement Offer (in the case of clause (i) aboveabove of this Section 4), (2) upon the effectiveness of the Exchange Shelf Registration Statement as required hereunder (in the case of clause (ii) aboveof this Section 4), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ciii)(B) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) abovethis Section 4), Additional Interest on the Registrable Notes or the Shelf Note, as applicable, 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 Without limiting the foregoing, (x) the amount of Issuers shall not be required to pay Additional Interest payable provided in this Section 4(a) during a Blackout Period permitted by Section 3(d) hereof. Notwithstanding anything to the contrary in this Section 4(a), the Issuers shall not increase because more than one Registration Default has occurred and is pending, and (y) be required to pay Additional Interest shall be payable for Registration Defaults related to a failure of Holder if such Holder failed to comply with its obligations to make the Company representations set forth in Section 2(a) hereof or failed to cause a Shelf Registration provide the information required to be declared effective only to Holders of Shelf Notes. Additional Interest provided by it, if any, pursuant to this Section 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default5 hereof. (b) The Company Issuers shall notify the Trustee within five one Business Days Day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semiannually on each April 15 and October 15 (to the holders of record at the close of business on the dates April 1 and in the manner provided in the Indenture and October 1 (whether or not any cash interest would then be payable on a business day) immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes Securities will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors Issuers agree to pay pay, as liquidated damages, additional cash interest on the Notes Securities (“"Additional Interest”") under the circumstances and to the extent set ------------------- forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effecteffect and shall not be duplicative): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Shelf Registration) Registration has not been filed on or prior to the Filing DateDate or the date 30 days following the earliest delivery of a Shelf Notice pursuant to Section 2(c)(i), (iii) or (iv) hereof, then, commencing on the later of (x) 46th day after the Issue Date or (y) the date 30 days following the earliest delivery of a Shelf Notice pursuant to Section 2(c)(i), (iii) or (iv) hereof, Additional Interest interest shall accrue on the Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Datesuch date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective by the SEC on or prior to the Effectiveness DateDate nor the Shelf Registration Statement is declared effective by the SEC on or prior to the later of (a) the Effectiveness Date or (b) the date 30 days following the earliest delivery of a Shelf Notice pursuant to Section 2(c)(i), (iii) or (iv) hereof, then, commencing on the later of (x) 136th day after the Issue Date or (y) the date 30 days following the earliest delivery of a Shelf Notice pursuant to Section 2(c)(i), (iii) or (iv) hereof, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Datesuch date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; and (iii) if (A) the Company (and any Guarantor) has Issuers have not exchanged Exchange Notes Securities for all Notes Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 180th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, Expiration Date or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date Effectiveness Period (other than such time as unless all Notes have been disposed of sold thereunder) and is not declared effective again within 30 days), or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, (over and above any stated interest, interest otherwise payable on such Securities) at a rate of 0.250.50% per annum of the principal amount of such Notes commencing on (wx) the 61st Business Day 181th day after the Effectiveness DateIssue Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (xy) the date day the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (yz) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day periodperiod (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Security which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Security); provided, however, that the maximum Additional Interest rate on the Notes any affected Note may -------- ------- not exceed at any one time in the aggregate 1.001.0% per annum; and provided provided, further, that (1) upon -------- ------- the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) aboveof this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) aboveof this Section 4(a)), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes Securities for all Notes Securities tendered and not withdrawn (in the case of clause (iii)(A) aboveof this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) aboveof this Section 4(a)), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) aboveof this Section 4(a), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, affected Securities as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional ---------- Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable to the Holders of affected Securities in cash in arrears, semi-annually on each March 15 and September 15 (to the holders of record on the dates March 1 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on September 1 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicableaffected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date the Issue Date (other than during any Blackout Period relating to such Shelf Registration Statement, or after such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid written notice pursuant to suspend the use of the prospectus included in any Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, the aggregate number of days that the Prospectus contained in each such caseShelf Registration Statement or Exchange Registration Statement is actually suspended from use exceeds the number of days permitted by the applicable Blackout Period, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effecteffect but Additional Interest shall only be payable with respect to one of the following events at any given time): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.25 % per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummatedconsummated (except upon notice as provided in Section 5(n) and Section 5(u) hereof, as applicable), (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date the Filing Date (other than such time as all Notes have been disposed of thereunder) (except upon notice as provided in Section 5(n) and is not declared effective again within 30 daysSection 5(u) hereof, as applicable), or (D) pending the announcement of a material corporate transaction, the Company issues a valid written notice pursuant to suspend Section 5(n) and Section 5(u) hereof that a Shelf Registration or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any Shelf Registration and 365-day period for which all such suspensionsnotices issued or required to be issued, when taken together with all other suspensionshave been, if any, during any 12-month period exceeds 120 days, thenor were required to be, in each such caseeffect exceeds 60 days in the aggregate, in the case of a Shelf Registration, or 30 days in the aggregate, in the case of an Exchange Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 dayseffective, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days effective, in the case of clause (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period usable, in the case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five three Business Days after each and every any date on which a Registration Default an event in Section 4(a)(i), (ii) or (iii) occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, on the same dates and in the same manner provided in the Indenture and whether or not any for the payment of cash interest would then be payable on such dategenerally, commencing with the first such semi-annual payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Note Holders agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material their obligations under Section 2 2, Section 3 or Section 3 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors Issuers agree to pay pay, jointly and severally, as liquidated damages, additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (x) the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) has is not been filed declared effective on or prior to the Filing DateRegistration Trigger Date or (y) the Exchange Offer is not consummated within 45 days after the Exchange Offer Registration Statement becomes effective, then Additional Interest shall accrue on the principal amount of the Registrable Notes at a rate of 0.25% per annum for the first 90 days immediately following the Registration Trigger Date or the 45th day following the effective date of the Exchange Offer Registration Statement, as applicable, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or (ii) if the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 90th day following delivery of the Shelf Notice, then, commencing on the day after such 90th day, Additional Interest shall accrue on the principal amount of the Notes over at a rate of 0.25% per annum for the first 90 days immediately following the day after such Shelf Effectiveness Date, and above such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or (iii) if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any stated interest time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately from and including such day, as applicable, following the Filing Date, date on which such Additional Interest rate Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;period thereafter; or (iiiv) if the Exchange Issuers are required to file a Demand Registration Statement (or in lieu thereofand such Demand Registration Statement, a Shelf Registration) as applicable, is not declared effective by the SEC on or prior to the Effectiveness Date90th day following delivery of the Demand Notice, as applicable, then, commencing on the day after such 90th day, Additional Interest shall accrue on the principal amount of the Demand Notes over at a rate of 0.25% per annum for the first 90 days immediately following the day after such Demand Effectiveness Date, and above such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of the immediately following 90-day period; or (v) if the Demand Registration Statement pursuant to Section 4(a) of this Agreement has been declared effective but thereafter ceases to be effective at any stated interest time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of days permitted by Section 4(b) hereof, then commencing on the first day following the date on which such Demand Registration Statement ceases to be effective that exceeds the number of days permitted by Section 4(b) hereof, Additional Interest shall accrue on the Demand Notes at a rate of 0.25% per annum of the principal amount of such Demand Notes for the first 90 days immediately from and including such day, as applicable, following the Effectiveness Date, date on which such Additional Interest rate Demand Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodthereafter; provided, however, that the maximum Additional Interest rate on the any Notes may not exceed accrue under more than one of the foregoing clauses (i) - (v) at any one time and at no time shall the aggregate amount of Additional Interest accruing on any Notes exceed in the aggregate 1.00% per annum; and provided provided, further, however, that (1) upon the filing completion of the Exchange Registration Statement Offer (in the case of clause (i) aboveabove of this Section 5), (2) upon the effectiveness of the Exchange Shelf Registration Statement or Demand Registration Statement, as applicable, as required hereunder (in the case of clause (ii) aboveor (iv), as applicable, of this Section 5), or (3) upon the effectiveness of the Initial Shelf Registration Statement or the Shelf Demand Registration orStatement, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Dateas applicable, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ciii) aboveor (v), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case as applicable, of clause (iii)(D) abovethis Section 5), Additional Interest on the Registrable Notes or the Shelf Note, as applicable, in respect of which such events relate as a result of such clause (or clause, as the relevant subclause thereof) case may be, shall cease to accrue. Notwithstanding any other provision of this Section 5, the foregoing, (x) the amount of Issuer shall not be obligated to pay Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (yprovided in Sections 5(a)(ii) Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause or 5(a)(iii) during a Shelf Registration to be declared effective only to Holders Suspension Period permitted by the second paragraph of Shelf Notes. Additional Interest pursuant to this Section 4 shall be the sole and exclusive remedy available to the Holders with respect to 3(a) hereof or provided in Section 5(a)(iv) or 5(a)(v) during a Registration DefaultDemand Suspension Period permitted by Section 4(b) hereof. (b) The Company Issuers shall notify the Trustee within five one Business Days Day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 5 will be payable in cash in arrears, semiannually on each February 1 and August 1 (to the dates holders of the applicable Notes record on January 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on July 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf applicable Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-360 day year comprised of twelve 30-30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company Issuers and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails Issuers fail to fulfill its material 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 Company Issuers jointly and the Guarantors severally agree to pay pay, as liquidated damages, additional cash interest on the Registrable Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing DateDate or (B) notwithstanding that the Issuers have filed the Exchange Offer Registration Statement and have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing DateDate or such 45th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have filed the Exchange Offer Registration Statement and have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and (iii) if (A) the Company (and any Guarantor) has Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 180th day after the Effectiveness Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Registrable Notes over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 61st Business Day 181st day after the Effectiveness Date, Issue Date in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (B) and (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that ; (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ciii)(B) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable and (in the case of clause (iii)(DC) above), Additional Interest on the any Registrable Notes or the Shelf Note, as applicable, then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five three Business Days Day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "EVENT DATE"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicablesubject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees parties hereto agree that the Holders holders of Registrable Transfer Restricted Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under pursuant to Section 2 or Section 3 hereof Sec- tion 3, as applicable, and that it would not be feasible to ascertain as- certain the extent of such damages with precisiondamages. Accordingly, in 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 (each event described in clauses that (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange applicable Registration Statement (or in lieu thereof, a Shelf Registration) has is not been filed with the SEC on or prior to the Filing Datedate specified herein for such filing, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange applicable Registration Statement (or in lieu thereof, a Shelf Registration) is has not been declared effective by the SEC on or prior to the Effectiveness Datedate specified herein for such effectiveness after such obligation arises, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Exchange Offer is required to be Consummated here- under, the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer on or prior to by the 60th Business Day 180th day after the Effectiveness Date, Issue Date or (Biv) the applicable Registration Statement 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 a period in which it is required to be effective hereunder without being suc- ceeded immediately by any additional Registration Statement covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and declared effective or (v) if applicable, the Shelf Registration State- ment has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior during the Effec- tiveness Period (each such event referred to the time that the Exchange Offer is consummated, in clauses (Ci) if applicablethrough (v), a Shelf "Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior Default"), then the interest rate on Transfer Restricted Notes will increase ("Additional Inter- est"), with respect to the first anniversary 90-day period immediately fol- lowing the occurrence of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysRegistration Default, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25by 0.50% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing and will increase by an additional 0.250.50% per annum at the beginning of with respect to each such subsequent 90-day period; providedperiod until such Regis- tration Default has been cured, however, that the up to a maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00amount of 1.0% per annum; and provided further, that (1) upon annum with respect to all Registration Defaults. Following the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness cure of a Shelf Registration which had ceased to remain effective (in Default, the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount accrual of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a such Registration DefaultDefault will cease and upon the cure of all Registration Defaults the interest rate will revert to the original rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent un- der such other indenture under which any Transfer Restricted Notes are issued) within five one Business Days after Day upon the happening of each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paidDefault. Any accrued amounts of The Company shall pay the Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and Transfer Restricted Notes by de- positing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the manner provided in benefit of the Indenture and whether holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Inden- ture (or not any cash interest would such other indenture), sums sufficient to pay the Ad- ditional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the In- denture (or such other indenture) to the record holders enti- tled to receive the interest payment to be made on such date, commencing with the first such semi-annual date occurring after any such . Each obligation to pay Additional Interest commences shall be deemed to accrueaccrue from, and including, the applicable Registration De- fault. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the affected Transfer Restricted Notes or the Shelf Notes, as applicableof such holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable appli- cable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator de- nominator of which is 360. (c) The parties hereto agree that the Additional In- terest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by holders of Transfer Restricted Notes by reason of the happening of any Registration Default.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effecteffect (each a “Registration Default”): (i) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the such Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if (A) neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date applicable thereto, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above any the stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the day after such Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 210th day after the Effectiveness DateIssue Date (or if such day is not a Business Day, then the next succeeding Business Day), (B) the Exchange Registration Statement has been declared effective and ceases to be effective at any time prior to the time that consummation of the Exchange Offer is consummated, or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, principal amount of the Registrable Notes over and above any the stated interest, interest at a rate of 0.25% per annum of for the principal amount of such Notes first 90 days commencing on the (wx) the 61st Business Day 211th day after the Effectiveness DateIssue Date (or if the 210th day after the Issue Date is not a Business Day, then the day succeeding the next succeeding Business Day) in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (B) and (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed accrue under more than one of the foregoing clauses (i)-(iii) at any one time and shall not exceed in the aggregate 1.001.0% per annumannum over and above the stated interest; and provided further, further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of clause (iii)(A) above), ) or upon the effectiveness of the an Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Ciii)(B) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable and (in the case of clause (iii)(DC) above), Additional Interest on the any Registrable Notes or the Shelf Note, as applicable, then accruing Additional Interest as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five one Business Days Day after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 a Registration Default will be payable in cash in arrears, semi-annually on the dates and in the manner provided each regular interest payment date specified in the Indenture and whether or not any cash interest would then be payable (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such datedates), commencing with the first such semi-annual regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicablesubject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360. Notwithstanding anything to the contrary in this Section 4, the Company shall not be required to pay Additional Interest to a Holder (i) if such Holder failed to comply with its obligations to make the representations set forth in Section 2(a) or failed to provide the information required to be provided by it, if any, pursuant to Section 5 or (ii) if the Exchange Offer was consummated within 210 days after the Issue Date (or if such day is not a Business Day, the next succeeding Business Day) and such Holder of Registrable Notes was, at any time while the Exchange Offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for freely transferable corresponding Exchange Notes in such Exchange Offer. The parties hereto agree that the liquidated damages provided for in this Section 4 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Registrable Notes by reason of the failure of (i) the Shelf Registration or the Exchange Registration Statement to be filed, (ii) the Shelf Registration to remain effective or (iii) the Exchange Registration Statement to be declared effective and remain effective and the Exchange Offer to be consummated, in each case to the extent required by this Agreement.

Additional Interest. (a) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 60 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues a valid written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any Shelf Registration and 365-day period for which all such suspensionsnotices issued or required to be issued, when taken together with all other suspensionshave been, if any, during any 12-month period exceeds 120 days, thenor were required to be, in each such caseeffect exceeds 60 days in the aggregate, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees parties hereto agree that the Holders of Registrable Notes Transfer Restricted Securities will suffer damages if the Company or any Guarantor fails and the Guarantors fail to fulfill its material their obligations under Section 2 1 or Section 3 hereof 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 60 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 120 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 120 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors agree are obligated to pay maintain the effectiveness thereof) without being succeeded within 30 days by an additional cash interest on the Notes (“Additional Interest”) under the circumstances Registration Statement filed and to the extent set forth below declared effective (each such event described referred to in clauses (i) through (iii) belowiv), a “"Registration Default” "), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of which shall be given independent effect): (i) if Transfer Restricted Securities, upon the Exchange occurrence of one or more such Registration Statement (or in lieu thereofDefaults, a Shelf Registration) has not been filed on or prior to at the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of on the principal amount of Transfer Restricted Securities held by such Notes for Holder plus, beginning on the first 90 days immediately following 91st day after the Filing Dateoccurrence of such Registration Default, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Notes for the first 90 days immediately following the Effectiveness DateHolder, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; until (iii) if (Ai) the Company applicable Registration Statement is filed, (and any Guarantorii) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be is declared effective at any time prior to and the time that the Registered Exchange Offer is consummated, (Ciii) if applicable, a the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security or Private Exchange Security, until the earliest to occur of: (i) the date on which such Security has been declared effective exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and such disposed of in accordance with the Shelf Registration ceases Statement or (iii) the date on which such Security or Private Exchange Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensionsprovided by it, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above4(n), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors Guarantor agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) Offer has not been filed Consummated on or prior to the Filing Consummation Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% $0.05 per annum of the week per $1,000 principal amount of such Notes for the first 90 days immediately following the Filing Consummation Date, such Additional Interest rate increasing by an additional 0.25% $0.05 per annum week per $1,000 principal amount of such Notes at the beginning of each subsequent 90-day period; (ii) if the Exchange Initial Shelf Registration Statement (or in lieu thereof, a Shelf Registration) , as applicable, is not declared effective on or prior to the Initial Shelf Effectiveness Date or Shelf Effectiveness Date, as applicable, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% $0.05 per annum of the week per $1,000 principal amount of such Notes for the first 90 days immediately following the Initial Shelf Effectiveness Date or Shelf Effectiveness Date, as applicable, such Additional Interest rate increasing by an additional 0.25% $0.05 per annum week per $1,000 principal amount of such Notes at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and (A) such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunderthereunder or a valid notice to suspend the use of the Prospectus is issued pursuant to Section 3(e)) and is not declared effective again within 30 days, or (DB) the Company issues a valid notice to suspend the use of the prospectus Prospectus included in any Shelf Registration Statement and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 90 days, then, in each such case, Additional Interest shall accrue on the Shelf Notes, over and above any stated interest, at a rate of 0.25% $0.05 per annum of the week per $1,000 principal amount of such Shelf Notes commencing on (wx) the 61st Business Day after the Effectiveness Date31st day in which such Shelf Registration ceases to be effective, in the case of (A) above, above and (xy) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days91st day of suspension, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% $0.05 per annum week per $1,000 principal amount of such Notes at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% $0.20 per annumweek per $1,000 principal amount of such Notes; and provided further, that (1) upon the filing Consummation of the Exchange Registration Statement Offer (in the case of (i) above), (2) upon the effectiveness of the Exchange Initial Shelf Registration Statement or Shelf Registration, as applicable (in the case of (ii) above), ) or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Diii) above), Additional Interest on the Notes or the Shelf NoteNotes, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 constitutes liquidated damages with respect to a Registration Default and shall be the sole and exclusive monetary remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. In the event that (ai) (A) The neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the SEC on or prior to the 150th day after the date of the Offering Memorandum or (B) notwithstanding that the Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes Trust have consummated or will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordinglyconsummate an Exchange Offer, the Company and the Guarantors agree Trust are required to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, file a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Shelf Registration Statement (or in lieu thereof, a and such Shelf Registration) has Registration Statement is not been filed on or prior to the Filing Datedate required by Section 2(b) hereof, then commencing on the day after either such required filing date, Additional Interest shall accrue on the Notes over principal amount of the Subordinated Debentures affected thereby, and above any stated interest additional distributions shall accumulate on the liquidation amount of the Capital Securities affected thereby, each at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;annum; or (iiA) if neither the Exchange Offer Registration Statement (or in lieu thereof, nor a Shelf Registration) Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Date180th day after the date of the Offering Memorandum or (B) notwithstanding that the Company and the Trust have consummated or will consummate an Exchange Offer, the Company and the Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th day after the date of the Offering Memorandum then, commencing on the 181st day after the date of the Offering Memorandum, Additional Interest shall accrue on the Notes over principal amount of the Subordinated Debentures affected thereby, and above any stated interest additional distributions shall accumulate on the liquidation amount of the Capital Securities affected thereby, each at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. If any of the following events shall occur, then the Company shall pay additional interest (athe "Additional Interest") The Company and each Guarantor acknowledges and agrees that to the Holders of Registrable Notes will suffer damages if Securities in respect of the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):Securities as follows: (ia) if the Exchange Offer Registration Statement or any Shelf Registration Statement required by this Agreement is not filed with the Commission (i) within 90 days of the Closing Date (in the case of the Exchange Offer Registration Statement) or (ii) within 30 days of the date following a request in lieu thereofaccordance with Section 3(a) that such Shelf Registration Statement be filed (in the case of any Shelf Registration Statement), a Shelf Registration) has not been filed on or prior to the Filing Date, then Additional Interest shall accrue on the Notes over and above any stated interest Registrable Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 60 days immediately following the Filing Date, from and including such Additional Interest rate increasing specified date and by an additional 0.25% per annum at thereafter; or (b) if the beginning Company fails to use its reasonable best efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement required by this Agreement to be declared effective by the Commission (i) within 150 days of each subsequent 90-day period; the Closing Date (in the case of the Exchange Offer Registration Statement) or (ii) if within 120 days of the Exchange date following a request in accordance with Section 3(a) that such Shelf Registration Statement be filed (or in lieu thereofthe case of any Shelf Registration Statement), a Shelf Registration) is not declared effective then commencing on or prior to the Effectiveness Dateday after such specified date, Additional Interest shall accrue on the Notes over and above any stated interest Registrable Securities at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 60 days immediately following the Effectiveness Date, from and including such Additional Interest rate increasing specified date and by an additional 0.25% per annum at the beginning of each subsequent 90-day period;thereafter; or (iiic) if (A) any Registration Statement required by this Agreement has been declared effective but ceases to be effective or useable at any time at which it is required to be effective under this Agreement, then commencing on the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with day the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such caseuseable, Additional Interest shall accrue on the Notes, over and above any stated interest, Registrable Securities at a rate of 0.25% per annum of for the principal amount of first 60 days from and including such Notes commencing date on (w) which the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing and by an additional 0.25% per annum at the beginning of each such subsequent 90-day periodthereafter; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of paragraph (ia) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of paragraph (iib) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness consummation of the Exchange Registration Statement Offer (in the case of paragraph (i) or (iia) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective or useable from the date of filing, effectiveness or consummation, as the case may be (in the case of clause paragraph (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Dc) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if If the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) has is not been filed with the Commission on or prior to the Filing 60th calendar day following the Closing Date, Additional Interest shall accrue on the Registrable Notes outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing 60th calendar day following the Closing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective by the Commission on or prior to the Effectiveness Target Date, Additional Interest shall accrue on the Registrable Notes outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated and no Shelf Registration Statement is declared effective on or prior to the 60th Business Day after the Shelf Effectiveness Target Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, Registrable Notes outstanding over and above any stated interest, interest at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) for the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 first 90 days in case of (C) above, or (z) the day immediately following the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) aboveEffectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time; and provided, further that the maximum Additional Interest rate on the Registrable Notes outstanding may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that upon (1x) upon the filing of the Exchange Offer Registration Statement (in the case of clause (i) above), (2y) upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or clause (ii) above) or (4z) upon the exchange consummation of the Exchange Notes for all Notes tendered Offer or the effectiveness of a Shelf Registration Statement, as the case may be (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Diii) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding accrue if the foregoingCompany and Guarantors are otherwise in compliance with this Section 4(a); provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (xii) the amount of or (iii) above occurs, Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) Additional Interest shall be payable for Registration Defaults related to a failure of may again accrue on the Company to cause a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest Registrable Notes pursuant to this Section 4 4(a). Notwithstanding any provision of this Section 4, the Company shall not be the sole and exclusive remedy available obligated to the Holders with respect to a Registration Defaultpay Additional Interest provided in Section 4(a) during any Shelf Suspension Period permitted by Section 3(a) hereof. (b) The Company shall notify the Trustee within five three Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable paid by the Company and the Guarantors in cash in arrears, accordance with the Indenture on the dates and in the manner provided in the Indenture and whether or not any cash next scheduled interest would then be payable on such payment date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the applicable Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the applicable Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective by the SEC on or prior to the applicable Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the applicable Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days), or (D) pending the announcement of a material corporate transaction, the Company issues a valid written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 30th Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on each Interest Payment Date (as defined in the dates Notes) and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) has not been filed Registration is declared effective by the SEC on or prior to the Filing Effectiveness Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (iiiii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 330th day after the Effectiveness Date, Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to during the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 daysEffectiveness Period, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, principal amount of the Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days commencing on (wx) the 61st Business Day day after the Effectiveness Datesuch required exchange, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (CB) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum of the principal amount of such Notes at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed accrue under more than one of the foregoing clauses (i) - (ii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.001.0% per annumannum of the principal amount of such Notes; and provided provided, further, however, that (1) upon the filing effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), or (2) upon the effectiveness exchange of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(Aii)(A) aboveof this Section 4), or upon the effectiveness of the Exchange applicable Shelf Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Cii)(B) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) abovethis Section 4), Additional Interest on the Notes or the Shelf Note, as applicable, 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 provision of this Section 4, the foregoing, (x) the amount of Company shall not be obligated to pay Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (yprovided in Sections 4(a)(i)(B) Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause or 4(a)(ii)(B) during a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Suspension Period permitted by Section 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default3(a) hereof. (b) The Company shall notify the Trustee within five three (3) Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, semiannually on each May 1 and November 1 (to the Holders of record on the dates April 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicableRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material 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 Issuers and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Offer Registration Statement (or in lieu thereofnor, a if applicable, the Initial Shelf Registration) , has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25-0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company Issuers (and any Guarantor) has have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Registrable Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the Company issues announcement of a valid material corporate transaction, the Issuers issue a written notice pursuant to suspend Section 5(e)(iv) or (v) that a Shelf Registration Statement or Exchange Offer Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 60 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Offer Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Offer Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf time such Registration has again become Statement or Exchange Offer Registration Statement becomes usable (in the case of clause (iii)(D) above), as the case may be, Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 constitutes liquidated damages with respect to a Registration Default and shall be the sole and exclusive monetary remedy available to the Holders with respect to a Registration Default. (b) The Company Issuers shall notify the Trustee within five 3 Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paidpaid (a “Registration Default Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrueIndenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material 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 Co-Issuers and the Subsidiary Guarantors agree to pay additional cash interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) has not been filed on or prior to the Filing Date nor the Initial Shelf Registration has been filed on or prior to the Shelf Filing Date, Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days Days immediately following the Filing Date or the Shelf Filing Date, as applicable, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day Day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days Days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day Day period; (iii) if (A) the Company any Co-Issuer (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary end of its effective date the Effectiveness Period (other than such time as all Registrable Notes have been disposed of thereunder) and is not declared effective again within 30 daysDays, or (D) pending the Company issues announcement of a valid material corporate transaction, the Co-Issuers issue a written notice pursuant to suspend Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included Days in any 365-Day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 Days in the aggregate or 30 Days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 Days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Registrable Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Registrable Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 daysDays, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day Day period; provided, however, that the maximum Additional Interest rate on the Registrable Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Registrable Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company Co-Issuers shall notify the Trustee within five three Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Registrable Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes Debentures will suffer damages if the Company or any Guarantor fails to fulfill its material 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 and as the Guarantors agree to pay sole and exclusive remedy therefor, additional cash interest on the Notes Debentures (“"Additional Interest”") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):: (i) if the Exchange Offer Registration Statement (or Shelf Registration Statement is not filed with the SEC within, in lieu thereofthe case the Exchange Offer Registration Statement, 30 days following the Issue Date or, in the case of the Shelf Registration Statement, 30 days following a Shelf Registration) has not been filed on or prior to the Filing DateRequest, Additional Interest shall accrue on the Notes Debentures over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 60 days immediately following commencing on the Filing Date31st day after the Issue Date or the Shelf Request, respectively, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) Registration Statement is not declared effective on or prior to within, in the Effectiveness Datecase of the Exchange Offer Registration Statement, 90 days following the Issue Date or, in the case of the Shelf Registration Statement, 90 days following a Shelf Request, Additional Interest shall accrue on the Notes Debentures over and above any the stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following commencing on the Effectiveness Date91st day after the Issue Date or the Shelf Request, respectively, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period;; or (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes Debentures validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 130 days after the Effectiveness Date, Issue Date or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the first second anniversary of its effective date the Issue Date (other than such time as unless all Notes the Debentures have been disposed of sold thereunder) and is not declared effective again within 30 days), or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, Debentures over and above any the stated interest, interest at a rate of 0.250.50% per annum of for the principal amount of such Notes first 50 days commencing on (wx) the 61st Business Day 131st day after the Effectiveness DateIssue Date with respect to the Debentures validly tendered and not exchanged by the Company, in the case of (A) above, or (xy) the date day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, or usable for its intended purpose in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the such Shelf Registration has ceased Statement ceases to be usable for a period exceeding 120 days during any 12-month period effective in the case of clause (DC) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes Debentures under clauses (i), (ii) or (iii) above, may not exceed at any one time in the aggregate 1.002.0% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes Debentures for all Notes Debentures tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, Debentures as a result of such clause (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "Event Date"). The Company shall pay the Additional Interest due on the transfer restricted Debentures by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Debentures, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any accrued amounts of Additional Interest due pursuant to clause clauses (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable to the Holders of affected Debentures in cash in arrears, semi-annually on the dates and in the manner provided in each interest payment date specified by the Indenture and whether (or not any cash such other indenture) to the record holders entitled to receive the interest would then payment to be payable made on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicableaffected Registrable Debentures of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Initial Purchaser agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay additional cash interest on the Notes (“Additional Interest”"ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):: (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) is not Registration has been declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; and/or (iii) if either (A) the Company (and any Guarantor) has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 60 days after the Effectiveness Date, date on which the Exchange Registration Statement was declared effective or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, consummated or (C) if applicable, a the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use earlier of the prospectus included in any Shelf Registration and such suspensions, when taken together with date on which all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Registrable Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day covered by the Shelf Registration has ceased have been sold in the manner set forth and as contemplated in the Shelf Registration or the third anniversary of the Issue Date; (each such event referred to in clauses (i) through (iii) above is a "REGISTRATION DEFAULT"), the sole remedy available to holders of the Notes will be usable for a period exceeding 120 days during any 12-month period in case the immediate accrual of clause (D) above, such Additional Interest as follows: the per annum interest rate increasing on the Notes will increase by 0.5% upon the occurrence of a Registration Default; and the per annum interest rate will increase by an additional 0.25% per annum at the beginning of for each such subsequent 90-day period; providedperiod during which the Registration Default remains uncured, however, that the up to a maximum Additional Interest additional interest rate on the Notes may not exceed at any one time in the aggregate 1.00of 2.0% per annum; and provided further, PROVIDED, HOWEVER, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (43) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that which had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof) ), as the case may be, shall cease to accrue. Notwithstanding accrue and the foregoinginterest rate on the Notes will revert to the interest rate originally borne by the Notes and PROVIDED, FURTHER, that in the case of a Registration Default under (xiii)(c) the amount of above, Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) Additional Interest shall will only 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration DefaultNotes so long as they are Registrable Notes. (b) The Company shall notify the Trustee within five Business Days one business day after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an "EVENT DATE"). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrears, semi-annually on each January 1 and July 1 (to the Holders of record on the dates December 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on June 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest with respect to each Note will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicablesuch Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsedmonths), and the denominator of which is 360.

Additional Interest. (a) The Company If (i) the Exchange Offer Registration Statement is not filed with the Commission within 150 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or the Shelf Registration Statement is not declared effective within 60 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated within 210 days after the Issue Date and each Guarantor acknowledges a Shelf Registration Statement has not been filed, or (iv) the Shelf Registration Statement is filed and agrees declared effective within 60 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree Guarantor are obligated to pay additional cash interest on maintain the Notes (“Additional Interest”effectiveness thereof) under or use of the circumstances and Shelf Registration Statement or the related prospectus shall be suspended for one or more periods longer than permitted pursuant to the extent set forth below Section 3(d) hereof (each such event described referred to in clauses (i) through (iii) belowiv), a “Registration Default” ”), the Company and the Guarantor will be jointly and severally obligated to pay additional cash interest to each Holder of which shall be given independent effect): (i) if Transfer Restricted Securities, during the Exchange period of one or more such Registration Statement (or Defaults, in lieu thereof, a Shelf Registration) has not been filed on or prior an amount equal to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Notes for Holder during the first 90 days immediately 90-day period following the Filing Datesuch Registration Default, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of during each subsequent 90-day period; period up to a maximum of .50% per annum, until each Registration Default has been cured. Such additional interest shall not be payable under more than one of clauses (i) through (iv) at any given time. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term “Transfer Restricted Securities” means each Note until the earliest to occur of (i) the date on which such Note has been exchanged for a freely transferable Exchange Note in the Registered Exchange Offer, (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective date on or prior to which it has been effectively registered under the Effectiveness Date, Additional Interest shall accrue on the Notes over Securities Act and above any stated interest at a rate disposed of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of Shelf Registration Statement or (iii) the Exchange Offer date on or prior which it is distributed to the 60th Business Day after public pursuant to Rule 144 under the Effectiveness DateSecurities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), (B) neither the Exchange Registration Statement ceases Company nor the Guarantor shall be required to pay additional interest to a particular Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensionsprovided by it, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above4(n), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five Business Days after each and every date on which a Registration Default occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees the Holders agree that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay pay, as liquidated damages, additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if the Exchange Initial Shelf Registration Statement (or in lieu thereof, a Shelf Registration) has is not been filed declared effective by the SEC on or prior to the Filing Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing day after such Effectiveness Date, and such Additional Interest rate increasing shall increase by an additional 0.25% per annum of the principal amount of such Notes at the beginning of each subsequent 90-day period;; or (ii) if the Exchange Registration Statement (or in lieu thereof, a Shelf Registration) is not Registration has been declared effective on or prior and such Shelf Registration ceases to be effective at any time during the Effectiveness DatePeriod, then Additional Interest shall accrue on the principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following commencing on the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 dayseffective, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest rate shall accrue on the Notes, over and above any stated interest, at a rate of increase by an additional 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in case of (C) above, or (z) the day the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed accrue under more than one of the foregoing clauses (i) - (ii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.001.0% per annumannum of the principal amount of such Notes; and provided provided, further, however, that (1) upon the filing effectiveness of the Exchange applicable Shelf Registration Statement as required hereunder (in the case of clause (i) aboveof this Section 4), or (2) upon the effectiveness of the Exchange applicable Shelf Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(Cii) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) abovethis Section 4), Additional Interest on the Notes or the Shelf Note, as applicable, in respect of which such events relate as a result of such clause (or clause, as the relevant subclause thereof) case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the foregoing, (x) the amount of Company shall not be obligated to pay Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (yprovided in Sections 4(a)(i) Additional Interest shall be payable for Registration Defaults related to a failure of the Company to cause or 4(a)(ii) during a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest pursuant to this Suspension Period permitted by Section 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default3(b) hereof. (b) The Company shall notify the Trustee within five three (3) Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash in arrears, semiannually on each May 1 and November 1 (to the Holders of record on the dates April 15 and in the manner provided in the Indenture and whether or not any cash interest would then be payable on October 15 immediately preceding such datedates), commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicableRegistrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) 4.1 The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree agrees to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): 4.1.1 if (iA) if neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the date required by this Agreement, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; 4.1.2 if (iiA) if neither the Exchange Offer Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness DateDate or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the date required by this Agreement, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.250.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; (iii) 4.1.3 if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th Business Day 30 days after the Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues issue a valid written notice pursuant to suspend Section 5.5(v) or (vi) hereof that a Shelf Registration or Exchange Offer Registration Statement is unusable and the use aggregate number of the prospectus included days in any Shelf Registration and 365-day period for which all such suspensionsnotices issued or required to be issued, when taken together with all other suspensionshave been, if anyor were required to be, during any 12-month period in effect exceeds 120 days, thendays in the aggregate or 30 days consecutively, in each such casethe case of a Shelf Registration, or 15 days in the aggregate in the case of an Exchange Offer Registration Statement, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.250.50% per annum in excess of the interest rate of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Offer Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.250.50% per annum at the beginning of each such subsequent 90-day period, subject to the proviso in the last sentence of this paragraph; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses 4.1.1, 4.1.2 or 4.1.3 at any one time; provided, further, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (i) 4.1.1 above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (ii) 4.1.2 above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A4.1.3(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B4.1.3(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D4.1.3(C) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement (in the case of clause 4.1.3(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) 4.1.4 The Company shall notify the Trustee within five 2 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paid. Any accrued amounts of Additional Interest due pursuant to clause (a)(i) clauses 4.1.1, 4.1.2 or (a)(ii) 4.1.3 of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if If the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) has is not been filed with the Commission on or prior to the Filing 150th calendar day following the Closing Date, Additional Interest shall accrue on the Registrable Notes outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing 150th calendar day following the Closing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if the Exchange Offer Registration Statement (or in lieu thereof, a Shelf Registration) is not declared effective by the Commission on or prior to the Effectiveness Target Date, Additional Interest shall accrue on the Registrable Notes outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;; or (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated and no Shelf Registration Statement is declared effective on or prior to the 60th Business Day after the Shelf Effectiveness Target Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) the Company issues a valid notice to suspend the use of the prospectus included in any Shelf Registration and such suspensions, when taken together with all other suspensions, if any, during any 12-month period exceeds 120 days, then, in each such case, Additional Interest shall accrue on the Notes, Registrable Notes outstanding over and above any stated interest, interest at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) for the 61st Business Day after the Effectiveness Date, in the case of (A) above, (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 first 90 days in case of (C) above, or (z) the day immediately following the Shelf Registration has ceased to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) aboveEffectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that Additional Interest will not accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time; and provided, further that the maximum Additional Interest rate on the Registrable Notes outstanding may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that upon (1x) upon the filing of the Exchange Offer Registration Statement (in the case of clause (i) above), (2y) upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or clause (ii) above) or (4z) upon the exchange consummation of the Exchange Notes for all Notes tendered Offer or the effectiveness of a Shelf Registration Statement, as the case may be (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(Diii) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) shall cease to accrue. Notwithstanding accrue if the foregoingCompany and Guarantors are otherwise in compliance with this Section 4(a); provided, however, that if, after any such reduction in interest rate, a different event specified in clause (i), (xii) the amount of or (iii) above occurs, Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) Additional Interest shall be payable for Registration Defaults related to a failure of may again accrue on the Company to cause a Shelf Registration to be declared effective only to Holders of Shelf Notes. Additional Interest Registrable Notes pursuant to this Section 4 4(a). Nothwithstanding any provision of this Section 4, the Company shall not be the sole and exclusive remedy available obligated to the Holders with respect to a Registration Defaultpay Additional Interest provided in Section 4(a) during any Shelf Suspension Period permitted by Section 3(a) hereof. (b) The Company shall notify the Trustee within five three Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable paid by the Company and the Guarantors in cash in arrears, accordance with the Indenture on the dates and in the manner provided in the Indenture and whether or not any cash next scheduled interest would then be payable on such payment date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration has not been filed on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) if neither the Exchange Registration Statement (or in lieu thereof, a nor the Initial Shelf Registration) Registration is not declared effective on or prior to the Effectiveness Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 60th 30 Business Day Days after the Effectiveness Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the first second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction or development, the Company issues a valid written notice pursuant to suspend Section 6(e)(v) or (vi) that a Shelf Registration Statement or Exchange Registration Statement is unusable and the use aggregate number of the prospectus included days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration and such suspensionsstatement, when taken together with all other suspensionsor 15 days in the aggregate in the case of an Exchange Registration Statement, if any, during any 12-month period exceeds 120 days, then, in each such case, then Additional Interest shall accrue on the Notes, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Notes commencing on (w) the 61st 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective without being declared effective again within 30 days in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration has ceased ceases to be usable for a period exceeding 120 days during any 12-month period in case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or Initial Shelf Registration (in the case of (ii) above), or (3) upon the effectiveness of the Initial Shelf Registration or the Shelf Registration or, if Additional Interest shall be payable solely because an Initial Shelf Registration required pursuant to Section 2(i)(iv) has not been declared effective prior to the Shelf Effectiveness Date, upon the effectiveness of the Exchange Registration Statement (in the case of (i) or (ii) above) or (4) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) above), or upon valid notice by the Company that the suspended Shelf Registration has again become usable (in the case of clause (iii)(D) above), Additional Interest on the Notes or the Shelf Note, as applicable, as a result of such clause (or the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. Notwithstanding the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) 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 4 shall be the sole and exclusive remedy available to the Holders with respect to a Registration Default. (b) The Company shall notify the Trustee within five 5 Business Days after each and every date on which a Registration Default an event occurs in respect of which Additional Interest is required to be paidpaid (an “Event Date”). Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iia)(iii) of this Section 4 will be payable in cash in arrearscash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable principal amount of the Notes or the Shelf Notes, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.