Common use of Additional Interest Clause in Contracts

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by the SEC have been filed on or prior to the Effectiveness Deadline; or90th day following the original issuance of the Notes; (ii) (A) neither the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or original issuance of the Notes; (Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and such on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement ceases cease to be effective at any time prior to or usable in connection with the end resales of the Effectiveness Period (provided that the Issuer will Notes or New Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded immediately by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNotes or the New Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following Notes or the date on which such Additional Interest begins to accrue; providedNew Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes. (b) With respect to each Series, The Company and the Issuer Guarantor shall notify the Trustee within three Business Days after under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company and the Guarantor shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such SeriesNew Notes Indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to the Holder damages that will be suffered by Holders of Notes or New Notes by reason of such Series with respect to which Additional Interest is due the happening of any Registration Default. (d) All of the Company’s and owing. Each obligation to pay Additional Interest the Guarantor’s obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.

Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes will suffer damages if the Company fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or120th day after the Settlement Date, and the Company has not determined upon written advice of outside counsel that due to a change in law or in applicable interpretations of the staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i); (ii) the Registered Exchange Offer has not been completed within 250 days of the Settlement Date, and the Company has not determined upon written advice of outside counsel that due to a change in law or in applicable interpretations of the staff of the Commission, that the Company is not permitted to effect the Registered Exchange Offer as provided in Section 3(a)(i); (Aiii) the Issuer Shelf Registration Statement, if applicable, has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day 150th day after so required pursuant to Section 3 hereof; (iv) after the Effectiveness Deadline or (B) if applicable, the Shelf Exchange Offer Registration Statement has been declared effective, the Exchange Offer Registration Statement ceases to be effective and or usable prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness or inability to use the Exchange Offer Registration Statement is cured within the 250-day period after the Settlement Date); or (v) after the Shelf Registration Statement, if applicable, has been declared effective, the Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, usable for a period not to exceed an aggregate of 90 time that exceeds 120 days in the aggregate in any twelve12-month period, and without specifying the nature of the event giving rise period in which it is required to a suspension in any notice of suspension provided to the Holders) be effective under this Agreement; (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted New Notes affected thereby (in addition to the stated interest on the New Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but not including, the date on which all filings, determinations, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for the first 90 days commencing on the day following the while one or more Registration DefaultDefaults is continuing, which rate and will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that payable at the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)same time, to but excluding the same persons and in the same manner as ordinary interest, until the date on which all filings, determinations, declarations of effectiveness and consummations referred to in the Registration Default with respect to such Series has preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted New Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such New Notes. (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after immediately upon its knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes by depositing with the Trustee (which shall not be the Company for these purposes), in trust, for the benefit of such Seriesthe Holders entitled thereto, prior to 11:00 a.m. on the next interest payment date specified in the global notes representing the applicable New Notes, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the global notes representing the applicable New Notes to the record holders entitled to receive the interest payment to be made on such interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby damages that will be suffered by Holders of New Notes by reason of the happening of any Registration Default. (d) All of the Company’s obligations set forth in this Section 5 shall survive the termination of this Agreement. (e) Any Additional Interest under this Section 5 will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to the Holder any holder of New Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateany Registration Default.

Additional Interest. (a) In Notwithstanding anything else in this Indenture to the event that: contrary, if the Company so elects, the sole remedy under the Indenture for an Event of Default relating to (i) neither an the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on Act or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance Company’s failure to comply with the terms of an Exchange Offer for Exchange Notes on or prior its reporting obligations to the 30th Business Day Trustee and the Commission, pursuant to Section 10.01, will, for the 180 days after the Effectiveness Deadline or occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at an annual rate equal to 0.50% of the aggregate principal amount of the Notes (B“Additional Interest”) to, but not including, the 181st day thereafter (or, if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior earlier date on which the Event of Default relating to the end reporting obligations is cured or waived). Any such Additional Interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. If the Event of Default is continuing on the 181st day after an Event of Default relating to a failure to comply with the reporting obligations described above first occurs, the Notes will be subject to acceleration as provided in Article Five of the Effectiveness Period (provided that Base Indenture and Article Seven of this Supplemental Indenture. The provisions of this Indenture described in this paragraph will not affect the Issuer will be permitted to suspend rights of Holders of Notes in the use event of the prospectus that is part occurrence of such Shelf Registration Statement if any other Events of Default. In order to elect to pay Additional Interest as the Issuer’s management determines to do so for valid business reasons, including circumstances sole remedy during the first 180 days after the occurrence of an Event of Default relating to pending corporate developments and similar events or filings the Company’s failure to comply with the SEC, for a period not to exceed an aggregate of 90 days reporting obligations set forth in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii)) of the immediately preceding paragraph, a “Registration Default”), then additional interest (“Additional Interest”) will accrue the Company must notify all Holders and the Trustee and Paying Agent of such election on or before the Close of Business on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues fifth Business Day prior to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Event of Default would otherwise occur. Upon the Company’s failure to timely give such notice or pay Additional Interest begins Interest, the Notes will be immediately subject to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one acceleration as provided above and in Section 502 of the foregoing clauses (i) Base Indenture and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under Section 7.02 of this Agreement with respect to any Registration DefaultSupplemental Indenture. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline; or 365th calendar day following the Closing Date, (iib) a Shelf Registration Statement applicable to the Securities is not filed or declared effective (Aor does not automatically become effective) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after 365th calendar day following the Effectiveness Deadline Closing Date or (Bc) if applicable, the a Shelf Registration Statement has been applicable to the Securities is declared effective and (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 60 consecutive days (each such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia), (b) or and (ii)c) above, a “Registration Default”), then additional the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 0.50% per annum (“Additional Interest”) will accrue on ), until the principal amount earlier of the completion of the Exchange Offer or the effectiveness of the Shelf Registration Statement (or such Shelf Registration Statement no longer being required to be effective), after which the interest rate borne by the relevant Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Securities will be increased reduced to the original interest rate borne by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Transfer Restricted Securities. Notwithstanding the foregoing, if, after the date such Additional Interest continues ceases to accrue; provided that the rate at which such , another Registration Default occurs, Additional Interest accrues may will again commence accruing pursuant to the foregoing provisions. The Additional Interest set forth above shall be the exclusive monetary remedy available to Holders for each Registration Default. All obligations of the Company and the Guarantors set forth in no event exceed 0.50% per annum), the preceding paragraph that are outstanding with respect to but excluding any Transfer Restricted Security at the date on which the Registration Default time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series has security shall have been cured. Additional Interest will be paid semi-annually satisfied in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (a) In on or prior to the event that: (i) 90th day following the original issue date of the Securities, neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by has been filed with the SEC Commission, (b) on or prior to the Effectiveness Deadline; or (ii) (A) 150th day following the Issuer has not exchanged all Transfer Restricted Notes original issue date of a Series of Notes validly tendered in accordance with the terms of an Securities, neither the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, Registration Statement nor the Shelf Registration Statement has been declared effective and such effective, (c) on or prior to the 185th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective at any time prior to or usable in connection with resales of Securities or New Securities in accordance with and during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a (“Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of Securities and the applicable Series New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such rate exceed 0.501.00% per annum), . All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to but excluding any Security at the date on which the Registration Default time such Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such Series has Security have been cured. Additional Interest will be paid semi-annually satisfied in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. Whenever there is mentioned in ------------------- the Indenture, in any context, the payment of the principal of, or any premium or interest on, or in respect of, Securities of any series, such mention shall, with respect to the Series Notes, be deemed to include mention of the payment of Additional Interest provided for by the terms of the Series Notes to the extent that, in such context, Additional Interest is, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Interest in any provisions of this Supplemental Indenture shall not be construed as excluding Additional Interest in those provisions of the Original Indenture or this Supplemental Indenture in which such express mention is not made. If, subsequent to the date that a satisfaction and discharge or Defeasance is effected pursuant to Section 401 or 1302, respectively, of the Original Indenture, Additional Interest (a) In the event that: for purposes of this paragraph, as defined in clause (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (iidefinition thereof) (Ain excess of that established as of the date that such discharge or Defeasance is effected) becomes payable in respect of the Issuer has not exchanged all Transfer Restricted Series Notes of a Series of Notes validly tendered so discharged or defeased, the Corporation shall irrevocably deposit or cause to be irrevocably deposited in accordance with the terms provisions of an Exchange Offer for Exchange Notes on Section 401 or 1304 of the Original Indenture, as the case may be, within ten Business Days prior to the 30th Business Day after date the Effectiveness Deadline first payment in respect of any portion of such excess Additional Interest becomes due, such additional moneys or (B) Government Obligations as are necessary to satisfy the provisions of Section 401 or 1304 of the Original Indenture, as the case may be, as if applicablea discharge or Defeasance were being effected as of the date of such subsequent deposit. Except as otherwise provided in or pursuant to the Indenture, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time least 10 days prior to the end first Interest Payment Date upon which Additional Interest (for purposes of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasonsthis paragraph, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days as defined in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses clause (i) of the definition thereof) shall be payable, and at least 10 days prior to each date of payment of principal and any premium or (ii)interest if there has been any change with respect to the information set forth in the Officers' Certificate hereinafter mentioned, a “Registration Default”)the Corporation shall furnish the Trustee and any Paying Agent, then additional interest (“Additional Interest”) will accrue on if other than the principal Trustee or the Corporation, with an Officers' Certificate stating the amount of the Transfer Restricted Notes Additional Interest payable per minimum authorized denomination of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not Consummated on or prior to the Effectiveness Exchange Deadline; or , (iib) (A) a Shelf Registration Statement applicable to the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Securities required to be filed by the terms of an Exchange Offer for Exchange Notes this Agreement is not declared effective (or does not automatically become effective) on or prior to the 30th 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day after Day, the Effectiveness Deadline next succeeding Business Day), or (Bc) if applicable, the a Shelf Registration Statement has been applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective and such Shelf Registration Statement ceases (or automatically becomes effective) as required but thereafter fails to be remain effective at or becomes unusable in connection with resales for more than 30 calendar days, excluding any time prior to the end of the Effectiveness Blackout Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events does not exceed 45 days in any three-month period or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) period (any each such event referred to in the foregoing clauses (ia) or through (ii)c) above, a “Registration Default”), then additional the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 1.0% per annum (“Additional Interest”) for the period of occurrence of the Registration Default until such time as no Registration Default is in effect. Following the cure of all Registration Defaults, Additional Interest will cease to accrue and the interest rate on the principal amount of the Transfer Restricted Notes of Securities will revert to the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to accrue, another Registration Default occurs, Additional Interest will again commence accruing pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. In the event that either, (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or121st calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof; (ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day after 180th calendar day following the Effectiveness Deadline Closing Date, or (B) if applicable, the a Shelf Registration Statement has been is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises, (c) the Exchange Offer is not consummated within 222 days following the Closing Date, (d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement Statement, it ceases to be effective at any time prior to or usable in connection with the end resale of the Effectiveness Period Notes covered by such Shelf Registration Statement, or (provided that e) the Issuer will Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be permitted to suspend effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holdersincluded therein) (any each such event referred to in the foregoing these clauses (ia) or through (ii)e) above, a “Registration Default”), then additional then, the interest (“Additional Interest”) will accrue on the principal amount of rate borne by the Transfer Restricted Notes shall be increased by one-quarter of the applicable Series at a rate of one percent (0.25% %) per annum for with respect to the first 90 days commencing on the 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will be increased increase by an additional one quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may on the Transfer Restricted Notes will in no event exceed 0.50% one percent (1.00%) per annumannum (the “Additional Interest”). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (c) of this Section that relates to but excluding the date on which Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC, or earlier upon the cure of the Registration Default with respect described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders’ Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate on such Series has been curedHolder’s Notes will in no event exceed one percent (1.00%) per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if no other Registration Default shall be continuing at such time. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event that: that (i) (A) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness DeadlineDate or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Subsidiary Guarantors 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 the date such Shelf Registration Statement was filed; or or (ii) (A) the Issuer has Issuers have not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (Period; provided that the Issuer Issuers will be permitted to suspend the use of the prospectus that is part of such the Shelf Registration Statement if the Issuer’s Issuers’ management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 60 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period, period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Holders (any event referred to in the foregoing clauses (i) or (ii), ) a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25and increasing to 1.00% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that on the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)91st day, to but excluding the date day on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1a) the Additional Interest applicable to any Series of on the Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, time and in no event will Additional Interest accrue after the Effectiveness Period, (2b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3c) the Issuer Issuers will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableIf, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to during the end six-month period beginning on, and including, the date which is six months after the last date of original issuance of any of the Effectiveness Period (provided Initial Notes, the Guarantor fails to have timely filed any document or report that the Issuer will be permitted Guarantor is required to suspend file with the use Commission pursuant to Section 13 or 15(d) of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines Exchange Act, as applicable (after giving effect to do so for valid business reasons, including circumstances relating to pending corporate developments all applicable grace periods thereunder and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelveother than reports on Form 8-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (iiK), a “Registration Default”)or the Initial Notes are not otherwise Freely Tradable, then additional interest (“the Issuer shall pay Additional Interest”) will accrue Interest on the principal amount of Initial Notes. Additional Interest shall accrue at the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum of the principal amount of the Initial Notes for the first 90 days commencing on for which the day following the Registration Default, which Guarantor’s failure to file has occurred and is continuing and at a rate will be increased by an additional 0.25of 0.50% per annum of the principal amount of Initial Notes for each subsequent 90-day period thereafter the remaining portion of such period; provided that such Additional Interest continues shall cease to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding accrue on the date on which that is one year from the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment last date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to of original issuance of any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Initial Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect Further, if, and for so long as, the Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 375th day after the last date of original issuance of any of the Initial Notes, the Issuer shall pay Additional Interest on the Initial Notes. Such Additional Interest will accrue on the Initial Notes from the 376th day after the last date of original issuance of any of the Initial Notes at the rate of 0.50% per annum of the principal amount of Initial Notes outstanding until the Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable. (c) In no event shall Additional Interest payable pursuant to this Section 4.06 accrue, together with any Additional Interest payable pursuant to Section 9.04(b), at a rate per year in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this Section 4.06 or pursuant to Article 9. (d) Additional Interest that is payable pursuant to this Section 4.06 shall be payable in arrears on each SeriesInterest Payment Date following accrual in the same manner as regular interest on the Notes and shall be separate and distinct from, and in addition to, any Additional Interest that may accrue at the Issuer’s election as the sole remedy relating to a Reporting Default. (e) The Issuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing of any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional Interest to become due, the Additional Interest rate, and the date that such Additional Interest shall begin to accrue from. If Additional Interest shall cease to accrue, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs the Paying Agent (if other than the Trustee) in respect of which Additional Interest is writing. (f) Notwithstanding the foregoing, the Issuer will not be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed with respect to accrue from any failure to timely file any report, if the Notes are not eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in each case as required under this Section 4.06 (i) on any date on which (a) the Issuer and the Guarantor have filed a shelf registration statement for the resale of the Notes (including the day following Guarantee) and any Ordinary Shares issuable upon exchange of the applicable Event DateNotes, (b) such shelf registration statement is effective and usable by Holders identified therein as selling security holders for the resale of the Notes, the Guarantee and any Ordinary Shares issued upon exchange of the notes, (c) the Holders may register the resale of their Notes under such shelf registration statement on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (d) the Notes and/or Ordinary Shares sold pursuant to such shelf registration statement become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with the requirements set forth in clause (i) above for a period of two years.

Additional Interest. If (a) In the event that: Company fails to file any of the registration statements required by this Agreement on or before the date specified for such filing, (ib) neither an the Exchange Offer Registration Statement nor a or the Shelf Registration Statement covering a Series of Notes is Statement, as applicable, has not been declared effective by the SEC on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Deadline; or Target Date”), (ii) (Ac) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Company fails to consummate the terms of an Exchange Offer for Exchange Notes on or prior within 60 days of the Effectiveness Target Date with respect to the 30th Business Day after the Effectiveness Deadline Exchange Offer Registration Statement or (Bd) if applicable, the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with resales of Transfer Restricted Securities during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (ii)d) above, a “Registration Default”), then additional the interest rate borne by the Securities shall be increased (“Additional Interest”) will accrue on the principal amount by one-quarter of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% one percent per annum for the first 90 days commencing on the day following the Registration Defaultannum, which rate will be increased increase by an additional 0.25% per annum for one quarter of one percent each subsequent 90-day period thereafter that such Additional Interest continues to accrue; accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may will in no event exceed 0.50% one half of one percent per annum), to but excluding . Following the date on which cure of all Registration Defaults the Registration Default with respect to such Series has been cured. accrual of Additional Interest will be paid semi-annually in arrears with cease and the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event rate will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer original rate. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) ). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (a) In on or prior to the event that: (i) 120th day following the original issue date of the Notes, neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by has been filed with the SEC Commission, (b) on or prior to the Effectiveness Deadline; or (ii) (A) 180th day following the Issuer has not exchanged all Transfer Restricted Notes original issue date of a Series of Notes validly tendered in accordance with the terms of an Notes, neither the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, Registration Statement nor the Shelf Registration Statement has been declared effective and such effective, (c) on or prior to the 210th day following the original issue date of the Notes, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, except as provided in Section 4(b)(II) hereof, such Registration Statement thereafter ceases to be effective at any time prior to or usable in connection with resales of Notes or Exchange Notes in accordance with and during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “Registration Default”"REGISTRATION DEFAULT"), then additional interest (“Additional Interest”"ADDITIONAL INTEREST") will accrue on the principal amount of the Transfer Restricted Notes of and the applicable Series Exchange Notes (in addition to the stated interest on the Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such rate exceed 0.501.00% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. All accrued Additional Interest will shall be paid semi-annually to the Holders entitled thereto, in arrears with the manner provided for the payment of interest payment due in the Indenture, on each Interest Payment Date, as more fully set forth in the first interest payment date following Indenture and the date on Notes and the Exchange Notes. Notwithstanding the fact that any securities for which such Additional Interest begins are due cease to accrue; provided, however, that (1) the Additional Interest applicable to any Series of be Transfer Restricted Notes may not accrue under more than one Securities, all obligations of the foregoing clauses (i) and (ii) with respect Company to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any pay Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement securities shall survive until such time as such obligations with respect to any Registration Defaultsuch securities shall have been satisfied in full. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In The Company and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate; (iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice; (iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 90 days after the delivery of the Shelf Notice; and/or (v) if (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day date 150 days after the Effectiveness Deadline Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period; (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional . The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes 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 its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes. (b) With Notwithstanding the foregoing, no Additional Interest will be payable with respect to each Seriesa Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Issuer Company issues a notice that the Registration Statement, or the prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve month period for which the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has not exceeded 75 days in the aggregate. (c) The Company and the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment January 15 and July 15 (to the Holders of record on the January 1 and July 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue 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 principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which 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 due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. (a) In The Operating Partnership, the event that:Partnership and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Operating Partnership and the Partnership fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Operating Partnership and the Partnership agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (without duplication): (i) if (A) neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is declared effective by has been filed with the SEC Commission on or prior to the Effectiveness Deadline; ordate that is 120 days after the Closing Date or (B) notwithstanding that the Operating Partnership and the Partnership have consummated or will consummate the Exchange Offer, the Operating Partnership and the Partnership are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the 90th day after the delivery of the Shelf Notice applicable thereto, then, commencing on the 121st date after the Closing Date (in the case of foregoing clause (A)) or on the 91st day after the delivery of the Shelf Notice (in the case of foregoing clause (B)), Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum; (ii) if (A) the Issuer has Exchange Registration Statement is not declared effective on or prior to the date that is 210 days after the Closing Date, or (B) notwithstanding that the Operating Partnership and the Partnership have consummated or will consummate the Exchange Offer, the Operating Partnership and the Partnership are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the delivery of the Shelf Notice in respect of such Shelf Registration Statement, then commencing on the 211th day after the Closing Date (in the case of foregoing clause (A)) or on the 181st day after delivery of the Shelf Notice (in the case of foregoing clause (B)), Additional Interest shall accrue on the Notes included or that should have been included in such Registration Statement over and above the stated interest at a rate of 0.25% per annum; and (iii) if either (A) the Operating Partnership and the Partnership have not exchanged Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 45th business day after the Effectiveness Deadline date on which the Exchange Registration Statement is first declared effective or (B) if applicable, the a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end second anniversary of the Effectiveness Period Closing Date (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of or such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month corresponding shorter restrictive period, and without specifying the nature of the event giving rise if Rule 144(k) is amended to provide a suspension in shorter restrictive period) while any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”)Registrable Securities are outstanding, then additional Additional Interest shall accrue over and above the stated interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on (x) the 46th business day after such effective date of the Exchange Registration Statement (in the case of foregoing clause (A) above) or (y) the day following such Shelf Registration Statement ceases to be effective (in the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annumcase of foregoing clause (B) above), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted rate on the Notes may not accrue under more than one of the foregoing clauses (i) and through (iiiii) with respect to such Series of this Section 4(a) at any one time, and in (2) at no event will time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 0.25% per annum, (3) no Additional Interest shall accrue after if the Effectiveness PeriodOperating Partnership and the Partnership have timely filed an Exchange Offer Registration Statement but are unable to complete the Exchange Offer pursuant to Section 2(c) and have timely delivered a Shelf Notice, unless the Operating Partnership and the Partnership shall thereafter fail to satisfy one or more of the time requirements specified above in clauses (i) through (iii) of this Section 4(a) for filing and effectiveness of the Shelf Registration Statement, in which event Additional Interest as specified above shall accrue, and (4) all Additional Interest payable on the Notes shall cease to accrue upon the earliest to occur of (x) the expiration of the second anniversary of the Closing Date or (y) the expiration of such shorter restrictive period applicable to the Registrable Securities that may be required pursuant to Rule 144(k); and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this Section 4(a)), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration Statement (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementthe case of clause (ii) of this Section 4(a)), the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) upon the Issuer will have exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), (4) upon the effectiveness of the applicable Shelf Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) and (5) upon such time as there are no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each SeriesRegistrable Securities outstanding, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby cease to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Dateaccrue.

Additional Interest. (a) In The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company or the Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective Consummated by the Company and such Shelf Registration Statement ceases to be effective at any the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period (provided that or the Issuer will be permitted to suspend Shelf Registration Period, the use Commission shall have issued a stop order suspending the effectiveness of the prospectus that is part of such Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events under Section 8(d) or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature 8(e) of the event giving rise to Act, or (v) the Company and the Guarantors shall have initiated and/or maintained a suspension period longer than the periods specified in any notice of suspension provided to the HoldersSection 2(d) or 3(d) (any each such event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then additional interest (“Additional Interest”) will accrue on the principal amount of with respect to the Transfer Restricted Notes ("Additional Interest") will accrue with respect to the first 90-day period immediately following the occurrence of the applicable Series at a rate of such Registration Default in an amount equal to 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate per $1,000 principal amount of such Notes and will be increased increase by an additional 0.25% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. , up to an aggregate maximum amount of Additional Interest will be paid semi-annually in arrears with of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; such Registration Default will cease and (3) upon the Issuer cure of all Registration Defaults the accrual of all Additional Interest will have no other liabilities cease and the interest rate on the Notes will revert immediately to the Holders under original interest rate. Notwithstanding anything to the contrary in this Agreement Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with respect its obligations to any Registration Defaultmake the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company and the Guarantors shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors) 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 in the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All of the Company's and the Guarantors's obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note shall survive until such time as all such obligations with respect to such Note have been satisfied in full (notwithstanding termination of this Agreement or consummation of the Registered Exchange Offer).

Additional Interest. (a) In the event that: (iNotwithstanding any postponement of effectiveness permitted by Section 2(a) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC hereof, if on or prior to the Effectiveness Deadline; or (ii) (A) 180th day following the Issuer has not exchanged all Transfer Restricted Notes of Closing Date, a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is not declared effective and such Shelf Registration Statement ceases to be effective at any time prior to by the end of the Effectiveness Period Commission (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement or, if the Issuer’s management determines to do so for valid business reasonspreviously effective, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holdersdesignated) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”), on the Securities that are then Restricted Securities, from and including the day following such Registration Default until but excluding the date that such Shelf Registration Statement is declared effective at a rate per annum equal to an additional one-quarter of one percent (0.25%) will accrue on of the principal amount of Registrable Securities, to and including the Transfer Restricted Notes 90th day following such Registration Default and one-half of one percent (0.50%) of the applicable Series at a rate principal amount of 0.25% per annum for Registrable Securities from and after the first 90 days commencing on the 91st day following the such Registration Default. (b) In the event that (i) the Shelf Registration Statement ceases to be effective, which rate will be increased or the Holders are otherwise prevented or restricted by an additional 0.25% per annum the Company from effecting sales pursuant to the Shelf Registration Statement for each subsequent more than 45 days, whether or not consecutive, in any 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum)period, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that or (1ii) the Additional Interest applicable Shelf Registration Statement ceases to any Series of Transfer Restricted Notes may not accrue under be effective, or the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement, for more than one 90 days, whether or not consecutive, during any 12-month period (each of the foregoing events described in clauses (i) and (ii) being referred to as an “Effective Failure”), then the Company shall pay Additional Interest on the Securities that are then Restricted Securities commencing on the date of such Effective Failure at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities to and including the 90th day following such Effective Failure and one-half of one percent (0.50%) of the principal amount of Registrable Securities from and after the 91st day following such Effective Failure, that any such Effective Failure has existed until the earlier of (1) the time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the expiration of the Effectiveness Period. (c) Following the cure of a Registration Default or an Effective Failure, as applicable, Additional Interest will cease to accrue with respect to such Series at any one timethat Registration Default or Effective Failure, and in respectively. In addition, no event will Additional Interest will accrue after the end of the Effectiveness Period, (2) if Period and no Additional Interest will accrue on and after the date a Holder Registrable Security that is not able to or does not provide a Security is converted in accordance with the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementIndenture. However, the Holder will not Company shall remain liable for any previously accrued additional Additional Interest. Any amounts to be entitled to receive any paid as Additional Interest pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, with respect to its Transfer Restricted Notes; and the first semi-annual payment due on the first Interest Payment Date (3as defined in the Indenture), as applicable, following the date of such Registration Default or Effective Failure, as applicable. (d) Except as provided in Section 8(b) hereof, the Issuer will have no other liabilities Additional Interest as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders under this Agreement with respect to any of Registrable Securities for such Registration Default. (b) With respect to each Series, Default or Effective Failure. In no event shall the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is Company be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following in excess of the applicable Event Datemaximum amount of one-quarter of one percent per annum (during the first 90 days of any Registration Default or Effective Failure) or one-half of one percent (0.50%) per annum (after the first 90 days of any Registration Default or Effective Failure) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist.

Additional Interest. (a) In the event that: that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or date specified herein for such filing, (ii) (A) the Issuer has applicable Registration Statement is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes declared effective on or prior to the 30th date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Day after Days of the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Biv) if applicablethe applicable Registration Statement is filed and declared effective during the period effectiveness is required by Section 2(e) and 3 (a) but shall thereafter cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Transfer Restricted Notes that has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company agrees to pay additional amounts on the Transfer Restricted Notes as to which such Registration Default relates ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.75% per annum of the Accreted Value of the Notes on the date of such Registration Default. The rate of Additional Interest will increase by an additional 0.75% per annum of the Accreted Value of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 3.00% of the Accreted Value of the Notes on the date of such Registration Default. Additional Interest shall be computed based on the actual number of days elapsed during which any such Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement has been declared effective is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate borne by the Notes will be increased by 0.25% per annum of the principal amount at maturity of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional 0.25% per annum for of the principal amount at maturity of the Notes at the beginning of each subsequent 90-day period thereafter that period, up to a maximum amount of 1.00% of the principal amount at maturity of the Notes. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in compliance with this Agreement at such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof, and that it is not feasible to ascertain the extent of such damages. Accordingly, additional interest (a"Additional Interest") In shall become payable in respect of the Securities and the New Securities affected thereby, not as a penalty but as liquidated damages, if any of the following events occurs (each such event that:described in clauses (i) through (iii) below, a "Registration Default"): (i) neither an in the event that the Company is permitted under the law and currently prevailing interpretations of the Commission's staff to effect the Registered Exchange Offer and (A) the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or 90th day following the Issue Date, (ii) (AB) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Registration Statement is not declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline Issue Date, or (C) the Registered Exchange Offer is not consummated on or prior to the 225th day following the Issue Date; (ii) in the event the Company is required to file a Shelf Registration Statement and the Shelf Registration Statement (A) is not filed with the Commission on or prior to the date specified in Section 3, or (B) if applicable, is not declared effective by the Shelf Commission on or prior to the date specified in Section 3; or (iii) after a Registration Statement has been is declared effective and effective, (A) such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Exchange Offer Registration Period or the Shelf Registration Period, as applicable, or (provided that B) such Registration Statement or the Issuer will related Prospectus ceases to be permitted to suspend the use useable in connection with resales of the prospectus that is part Securities or New Securities covered by such Registration Statement prior to the end of such the Exchange Offer Registration Period or the Shelf Registration Statement if Period, as applicable (whether or not as a result of a determination by the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings Company in accordance with the SEC, for a period not proviso to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of Section 4(k)). In the event giving rise to of a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses Registration Default under clause (i) or (ii)) above, a “Additional Interest shall accrue on each series of the Securities and New Securities affected thereby over and above the interest rate set forth in the title to such series of Securities and New Securities from and including the next day following each such Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series in each case at a rate of equal to 0.25% per annum annum. The Additional Interest attributable to a Registration Default referred to in clause (i) or (ii) above shall cease to accrue once such Registration Default is cured. In the event of a Registration Default under clause (iii) above, if the aggregate number of days in any consecutive 12-month period for which the first 90 Registration Statement shall not be usable exceeds 60 days commencing in the aggregate, then Additional Interest shall accrue on each series of Securities and New Securities affected thereby over and above the interest rate set forth in the title to such series of Securities and New Securities from and including the next day following the Registration Default, which 60th such day at a rate will be increased by an additional equal to 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any aggregate Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders a series under this Agreement with respect Section 8 will in no event exceed 0.25% per annum. The Additional Interest attributable to any a Registration Default. Default referred to in clause (biii) With respect above shall cease to each Series, the Issuer accrue once such Registration Default is cured. The Company shall notify the Trustee within three Business Days after each the occurrence of a Registration Default, and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed paid by depositing with the Trustee, in trust for the benefit of the Holders entitled to accrue from and including receive the day following Additional Interest, on or before the applicable Event Datesemi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due.

Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company and Capital II fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and Capital II agree to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate; (iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice; (iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 105 days after the delivery of the Shelf Notice; and/or (v) if (A) the Issuer has Company and Capital II have not exchanged the Exchange Notes for all Transfer Restricted Notes of a and Series of A/B Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline Consummation Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated as to all Notes and Series A/B Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period. (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional interest (“. The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest”) will accrue Interest as follows: the per annum inter est rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes 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 its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes. (b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 4 will be payable in cash semi-annually on each interest payment May 15 and November 15 (to the Holders of record on the May 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue 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 principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which 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 due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. (a) In the event thatThe Issuer agrees that if: (i) neither an the Issuer fails to file the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by with the SEC Commission on or prior to the Effectiveness Deadline; or120th day after the Issue Date; (ii) the Issuer fails to file the Shelf Registration with the Commission on or prior to the Filing Date; (Aiii) the Exchange Offer Registration Statement is not declared effective on or prior to the 210th day following the Issue Date or the Shelf Registration Statement is not declared effective on or prior to the 90th day after the Filing Date, in each case, if that day is not a Business Day, the next day that is a Business Day (the “Effectiveness Target Date”); (iv) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with fails to consummate the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after following the Effectiveness Deadline date on which the Exchange Offer Registration Statement is declared effective; or (v) the Exchange Offer Registration Statement or (B) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with the end resales of Transfer Restricted Securities during the Effectiveness Applicable Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) a “Registration Default”), then the Issuer will pay additional cash interest (“Additional Interest”) will accrue on the principal amount to each holder of the Transfer Restricted Notes of the applicable Series at a Securities. The rate of Additional Interest will be 0.25% per annum on the outstanding principal amount of Transfer Restricted Securities for the first 90 days commencing on the day 90-Day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for on the outstanding principal amount of Transfer Restricted Securities with respect to each subsequent 90-day Day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50a maximum amount of additional interest of 1.00% per annum)annum on the outstanding principal amount of Transfer Restricted Securities, to but excluding from and including the date on which the any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Transfer Restricted Securities otherwise become freely transferable by Holders other than affiliates of the Issuer without further registration under the Securities Act. The Company will pay such Additional Interest on regular Interest Payment Dates in the same manner as other interest is paid on the Notes. Such Additional Interest will be in addition to any other interest payable from time to time with respect to such Series has been curedthe Notes. All Additional Interest will be paid semi-annually in arrears with by the interest payment due Company and the Guarantors on the first next scheduled interest payment date following to The Depository Trust Company (“DTC”) or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the date on which accounts specified by them or by mailing checks to their registered addresses if no such Additional Interest begins to accrue; providedaccounts have been specified. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase more than by the foregoing rates because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (i.e., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement. (b) With respect to each SeriesSo long as Transfer Restricted Securities remain outstanding, the Issuer shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriespaid. Any amounts of Additional Interest due shall pursuant to clauses (a)(i) through (a)(v) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date, commencing with the first such date occurring after any such Additional Interest commence to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Interest Payment Date with respect to which Notes that are Transfer Restricted Securities. The amount of Additional Interest is due and owing. Each obligation to pay for Transfer Restricted Securities will be determined by multiplying the applicable rate of Additional Interest shall by the aggregate principal amount of all such Transfer Restricted Securities outstanding on the Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Interest Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-Day year comprised of twelve 30-Day months and, in the case of a partial month, the actual number of Days elapsed), and the denominator of which is 360. Such Additional Interest will be deemed in addition to accrue any other interest payable from and including time to time with respect to the day following the applicable Event DateNotes.

Additional Interest. (a) In the event that: If (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or 120th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission, (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or (B) if applicableClosing Date, the such Shelf Registration Statement has not been declared or become effective and such or (iii) if, after the effectiveness date of the Shelf Registration Statement, (x) the Shelf Registration Statement ceases to be effective at any time prior or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file (and have become effective), within five Business Days, a post-effective amendment to the end Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make the Shelf Registration Statement effective or such Prospectus usable, or (y) Suspension Periods exceed 90 days (or 120 days, if the maximum number of days for Suspension Periods is increased pursuant to the proviso to Section 2(c) hereof) in the aggregate, whether or not consecutive, during any 360-day period during the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii)each, a “Registration Default”), then the Company shall be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at a rate per annum equal to one-quarter of one percent (0.25%) will accrue on of the aggregate principal amount of the Transfer Restricted Notes Notes, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) of the applicable Series at a rate aggregate principal amount of 0.25% per annum for the first 90 days commencing on Notes from and after the 91st day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required Any amounts to be paid (an “Event Date”) on the Notes of such Series. Any as Additional Interest due pursuant to Section 7(a) shall be payable paid in cash semiannually in arrears, on each interest payment date under the Indenture to the Person entitled to receive the related payment of interest under the terms of the applicable series affected thereby to Indenture. (c) In no event shall the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation Company be required to pay Additional Interest shall be deemed to accrue from and including the day following in excess of the applicable Event Datemaximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults exist.

Additional Interest. (a) In the event that: If (i) neither an the Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes Statement, as the case may be, is declared effective by filed with the SEC Commission on or prior to the Effectiveness Deadline; date which is 150 days following the Closing Date (or , if the 150th day is not a business day, the first business day thereafter), (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the Closing Date (Aor, if the 210th day is not a business day, the first business day thereafter), (iii) the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the Closing Date (or, if the 270th day is not a business day, the first business day thereafter), (iv) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered is required to file the Shelf Registration Statement in accordance with Section 2, the terms of an Exchange Offer for Exchange Notes Issuer does not so file the Shelf Registration Statement on or prior to the 30th Business Day date which is 270 days after the Effectiveness Deadline or (B) if applicable, the Issuer’s obligation to file a Shelf Registration Statement has been arises (or, if the 270th day is not a business day, the first business day thereafter), or (v) the applicable Registration Statement is filed and declared effective and such Shelf Registration Statement ceases or so designated but shall thereafter cease to be effective or usable (at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted is obligated to suspend maintain the use of the prospectus that is part of such Shelf effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments filed and similar events declared effective or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) immediately effective (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then the Issuer shall be obligated to pay additional interest (“Additional Interest”) will accrue on the principal amount to each Holder of the Transfer Restricted Notes Notes, during the period of one or more such Registration Defaults (which period shall not include the applicable Series date on which all Registration Defaults have been cured), at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Notes held by such Holder for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such Additional Interest continues to accrue; until all Registration Defaults have been cured, provided that the maximum additional rate at which such Additional Interest accrues may in no event exceed 0.50% per annum). Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, to but excluding (ii) the date on which Exchange Offer Registration Statement is declared effective and the Registration Default Registered Exchange Offer is consummated with respect to such Series has been curedall properly tendered Notes, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. Notwithstanding anything to the contrary in this Section 3(a), the Issuer shall not be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such required to pay Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series a Holder of Transfer Restricted Notes may not accrue under more than one if such Holder failed to comply with its obligations to make the representations set forth in the last paragraph of the foregoing clauses (i) and (ii) with respect Section 1 or failed to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required to be provided by it, if any, pursuant to Section 4(n). Notwithstanding anything to the contrary in connection with this Section 3(a), a Registration Default referred to in clause (v) above will be deemed not to have occurred and be continuing if such Registration Default has occurred solely as a result of, in relation to a Shelf Registration in Statement or the related prospectus, the filing of a timely manner and is therefore not named as a selling security holder in a post-effective amendment to such Shelf Registration StatementStatement and for such time as is reasonably necessary to incorporate our annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders of the Holder will not be entitled Notes to receive any Additional Interest with respect to its Transfer Restricted Notes; use the related prospectus, and (3) the Issuer will is using its reasonable best efforts to have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultsuch post-effective amendment declared effective. (b) With respect to each Series, the The Issuer shall notify the Trustee within three Business Days after and the paying agent under the Indenture immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuer shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which may not be the Issuer for these purposes), in trust, for the benefit of such Seriesthe Holders thereof, prior to 11:00 a.m., New York City time, on the next applicable interest payment date specified by the Indenture and the Notes, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each applicable interest payment date of specified by the applicable series affected thereby Indenture and the Notes to the Holder of Notes of record holder entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of and is intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Notes by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the extent required by this Agreement.

Additional Interest. (a) In The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company or the Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective Consummated by the Company and such Shelf Registration Statement ceases to be effective at any the Guarantors within the time period set forth in Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act or (provided that v) the Issuer will be permitted to suspend Company and the Guarantors shall have suspended the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days Prospectus in any twelve-month period, and without specifying the nature excess of the event giving rise to a suspension in any notice of suspension provided to the Holderstime periods permitted under Section 2(d) or 3(d) (any each such event referred to in the foregoing clauses (i) or through (iiv), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue on with respect to the first 90-day period immediately following the occurrence of such Registration Default in an amount equal to 0.5% per annum per $1,000 principal amount of the Transfer Restricted such Notes of the applicable Series at a rate of 0.25and will increase by an additional 0.5% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. , up to an aggregate maximum amount of Additional Interest will be paid semi-annually in arrears with of 1.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; such Registration Default will cease and (3) upon the Issuer cure of all Registration Defaults the accrual of all Additional Interest will have no other liabilities cease and the interest rate on the Notes shall thereafter be the coupon rate. Notwithstanding anything to the Holders under contrary in this Agreement Section 4(a), the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with respect its obligations to any Registration Defaultmake the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(e). (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company and the Guarantors shall pay the Additional Interest is required to be paid (an “Event Date”) due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company or the Guarantors 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 in the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default to, but excluding, the relevant interest payment date. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Transfer Restricted Notes by reason of the happening of any Registration Default and are intended to and shall constitute the sole remedy for damages that will be suffered by the Holders of the Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All Additional Interest which has accrued pursuant to this Section 4 and which is outstanding with respect to any Transfer Restricted Note shall remain outstanding until paid in full (notwithstanding termination of this Agreement, Consummation of the Registered Exchange Offer or cessation of effectiveness of the Shelf Registration Period).

Additional Interest. (a) In The Company, the event thatGuarantors and the Initial Purchasers agree that the Holders will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree that if: (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline180th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th 240th day following the Issue Date, or, if that day is not a Business Day after Day, the Effectiveness Deadline next day that is a Business Day; or (iii) the Exchange Offer is not consummated on or prior to the 280th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (Biv) if applicable, the Shelf Registration Statement has been is required to be filed but is not declared effective and such within the time period specified in Section 3(b)(x); or (v) the Exchange Offer Registration Statement or Shelf Registration Statement Statement, as the case may be, is declared effective by the date required hereunder but thereafter ceases to be effective at any time prior or usable during the Applicable Period, with respect to the end of an Exchange Offer Registration Statement, or the Effectiveness Period (provided that the Issuer will be permitted Period, with respect to suspend the use of the prospectus that is part of such a Shelf Registration Statement if (unless the Issuer’s management determines Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, ceases to do so for valid business reasonsbe effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof), including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any each such event referred to in the foregoing clauses (i) or — (ii), v) a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a affected Registrable Notes. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore (e.g., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Registration DefaultShelf Registration. (b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company and the Guarantors shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to shall accrue. The amount of Additional Interest for Registrable Notes will be paid (an “Event Date”) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed. All Additional Interest accruing on the Notes of such Series. Any Additional Interest due shall will be payable in cash on each scheduled interest payment date of for the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateNotes.

Additional Interest. (a) In The Company and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below: (i) if neither an the Exchange Offer Registration Statement nor a the Initial Shelf Registration has been filed on or prior to the Filing Date; (ii) if neither the Exchange Registration Statement covering a Series of Notes is nor the Initial Shelf Registration has been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate; (iiiii) if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice; (iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 90 days after the delivery of the Shelf Notice; and/or (v) if (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day date 245 days after the Effectiveness Deadline Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period Period; (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) above is a “"Registration Default”"), then additional . The sole remedy available to Holders of the Notes for a Registration Default will be the accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount Notes will increase by .50% during the first 90-day period following the occurrence of a Registration Default and until it is waived or cured; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 2.0% per annum, provided, however, that only Holders of Private Exchange Notes shall be entitled to receive Additional Interest as a result of a Registration Default pursuant to clause (iii) or (iv), provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration Statement(in the case of (v)(A) above), or upon the Holder will not be entitled subsequent effectiveness of the Exchange Registration Statement which had ceased to receive any remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest with respect on the Notes 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 its Transfer Restricted Notes; accrue and (3) the Issuer interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes. (b) With Notwithstanding the foregoing, no Additional Interest will be payable with respect to each Seriesa Registration Default described in clause (v)(C) above, if pending a material corporate transaction, the Issuer Company issues a notice that the Registration Statement, or the prospectus contained therein, is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve month period for which the Registration Statement, or the Prospectus contained therein, is unusable pursuant to all such notices has not exceeded 75 days in the aggregate. (c) The Company and the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment June 15 and December 15 (to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue 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 principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which 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 due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered The Company will pay Additional Interest, if any, as set forth herein and in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end Section 7 of the Effectiveness Period (provided that the Issuer Registration Rights Agreement. The Company will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“pay Additional Interest”) will accrue , if any, semiannually in arrears on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedPayment Date. Additional Interest will The first semiannual payment shall be paid semi-annually in arrears with the interest payment due on the first interest payment date Additional Interest Payment Date following the date on which such Additional Interest begins to accrue; provided, however, that (1) and will accrue on the Notes at a rate per annum equal to 0.25% for the first 90-day period. The amount of Additional Interest applicable to any Series will increase by an additional per annum rate of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) 0.25% with respect to such Series at any one timeeach subsequent 90-day period until the satisfaction of certain conditions as set forth in the Registration Rights Agreement. Additional Interest, if any, shall be payable only to Holders who have duly returned a completed and signed Notice and Questionnaire in no event accordance with the Registration Rights Agreement. The Company will pay Additional Interest accrue after the Effectiveness Period(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of Additional Interest, if any, (2without regard to any applicable grace periods) from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay Additional Interest, if a Holder any, on the Notes to Holders as required by the Registration Rights Agreement on the next Additional Interest Payment Date, even if such Notes are canceled on or before such Additional Interest Payment Date, except as provided in Section 6.1 of the Indenture with respect to defaulted interest. Payment of Additional Interest, if any, will be made, at the Company's option, either (a) by check mailed to the Holders at their addresses set forth on the Notice and Questionnaire (as defined in the Registration Rights Agreement) delivered to the Company in accordance with the provisions of the Registration Rights Agreement, (b) pursuant to the applicable procedures of DTC or (c) as otherwise set forth in the Indenture. Such payment will be in such coin or currency of the United States of America as at the time of payment is not able to or does not provide the representations legal tender for payment of public and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder private debts. The Company will not be entitled to receive pay any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to on any Registration Default. (b) With respect to each SeriesNote after it has been converted into cash, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect and, if applicable, shares of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.Common Stock

Additional Interest. (a) In The Issuers and the Initial Purchasers agree that the Holders of Securities will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers jointly and severally agree to pay, as liquidated damages and as set forth in the Indenture and the Notes, additional interest on the Notes ("Additional ---------- Interest") under the circumstances and to the extent set forth below (each such -------- event that:referred to in clauses (i) through (v) below, a "Registration Default"): -------------------- (i) neither an if the Exchange Offer Registration Statement nor a Shelf has not been filed on or prior to the Filing Date; (ii) if the Exchange Offer Registration Statement covering a Series of Notes is has not been declared effective by the SEC on or prior to the Effectiveness Deadline; orDate; (iiiii) (A) if the Issuer Exchange Offer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been consummated within 150 days after the terms of an Exchange Offer for Exchange Notes Closing Date; (iv) if the Shelf Registration has not been filed on or prior to the 30th Business Day after Shelf Filing Date or declared effective within 120 days following the Effectiveness Deadline delivery of the Shelf Notice, as the case may be; or (v) if (A) the Exchange Offer Registration Statement has been declared effective but ceases to be effective for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the SEC and declared effective at any time prior to the time that the Exchange Offer is consummated or (B) if applicable, the Shelf Registration Statement or any Subsequent Shelf Registration has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of during the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 15 consecutive days in without being succeeded immediately by any twelve-month periodadditional Registration Statement filed and declared effective, then Additional Interest shall be accrued on the Notes over and without specifying above the nature of the event giving rise to a suspension in any notice of suspension provided interest rate then applicable to the Holders) (any event referred to in Notes on each day during the foregoing clauses (i) or (ii), a “first 90-day period immediately following the occurrence of such Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate equal to 25 basis points (0.25%) per annum. The amount of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 25 basis points (0.25% %) per annum for during each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that until the rate at which such Additional Interest accrues applicable Registration Statement is filed, the applicable Registration Statement is declared effective, the Exchange Offer is consummated or the applicable Registration Statement again becomes effective, as the case may in no event exceed 0.50% per annum)be, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that the Additional Interest -------- ------- rate on the Notes may not exceed 100 basis points (1.00%) per annum and, accordingly, the maximum interest rate on the Notes may not exceed 11%; and provided, further, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Offer Registration -------- ------- Statement (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the consummation of the Exchange Offer (in the case of (iii) above), (4) upon the filing of the Shelf Registration or does not provide upon the representations and information required in connection with effectiveness of a Shelf Registration, as applicable (in the case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in a timely manner and is therefore not named the case of (v)(A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be reduced by the amount of Additional Interest on the Notes as a selling security holder in a Shelf Registration Statementresult of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Holder will Issuers shall not be entitled required to receive any pay such Additional Interest with respect to its Transfer Restricted Notes; and the Registrable Securities held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 4 by reason of the failure of such Holder to provide such information as (3i) the Issuer will have no other liabilities Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the Holders under this Agreement extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the SEC may request in connection with respect such Shelf Registration Statement or (iii) is required to any comply with the agreements of such Holder contained in the penultimate paragraph of Section 5 to the extent compliance thereof is necessary for the Shelf Registration DefaultStatement to be declared effective. (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after each Registration Default (an "Event Date"). Any amounts of Additional ---------- Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 4(a) hereof will be payable in cash semi-annually on each June 1 and every December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date on which an event occurs in respect 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 principal amount of the Notes making up the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest is required to be paid rate was applicable during such period (an “Event Date”) determined on the Notes basis of such Series. Any Additional Interest due shall be payable on each interest payment date a 360-day year comprised of twelve 30-day months and, in the applicable series affected thereby to case of a partial month, the Holder actual number of Notes days elapsed), and the denominator of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series Notwithstanding any provisions of Notes is declared effective by the SEC on or prior this Indenture to the Effectiveness Deadline; or (ii) (A) contrary, if the Issuer has not exchanged all Transfer Restricted Notes Company so elects, the sole remedy for an Event of a Series of Notes validly tendered in accordance Default relating to any obligation to file documents and reports with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (BTrustee as required by Section 314(a)(1) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that Trust Indenture Act, Section 7.04 of this Indenture or Section 10.06 of this Indenture shall for the Issuer will be permitted to suspend first 180 days following the use occurrence of such Event of Default consist exclusively of the prospectus that is part of such Shelf Registration Statement if right to receive additional interest on the Issuer’s management determines Securities equal to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature 0.50% per annum of the event giving rise to a suspension in any notice principal amount of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest Securities (“Additional Interest”). In order to elect to pay Additional Interest as the sole remedy during the first 180 days after the occurrence of an Event of Default described in the preceding sentence, the Company must (i) will accrue give notice to Holders of the Securities, the Trustee and the Paying Agent of such election on or before the close of business on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following 5th Business Day after the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series Event of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) Default occurs and (ii) with respect to pay such Series at any one time, and in no event will Additional Interest accrue after on or before the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an such Event of Default first occurs. Upon the failure to timely give all Holders, the Trustee and the Paying Agent such notice or to pay such Additional Interest, the Securities will be subject to immediate acceleration as provided in this Indenture. On the 180th day after such Event of Default occurs (if such Event of Default is not cured or waived prior to such 180th day), the Securities shall be subject to acceleration as provided in this Indenture. This Section 5.16 shall not affect the rights of Holders of Securities in the event occurs of the occurrence of any other Event of Default. Whenever in the Indenture there is mentioned, in any context, the payment of interest on, or in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of of, any Security, such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest mention shall be deemed to accrue from include mention of the payment of Additional Interest provided for in this Section 5.16 to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this Section 5.16, and including express mention of the day following the applicable Event Datepayment of Additional Interest (if applicable) in any provision shall not be construed as excluding Additional Interest in those provisions where such express mention is not made.

Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Issuers fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or60th day following the Settlement Date; (ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 150th day following the Effectiveness Deadline or Settlement Date; (Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 195th day following the Settlement Date; or (iv) after either the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time prior to or usable in connection with the end Registered Exchange Offer or resales of the Effectiveness Period (provided that the Issuer will New Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded immediately by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNew Notes or the Exchange Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes. (b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon their knowledge the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuers shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable (which in either case shall not be any of such Seriesthe Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default. (d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Issuers' obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.

Additional Interest. (a) In The Regency Parties and the event thatInitial Purchasers agree that the Holders will suffer damages if the Regency Parties fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Regency Parties agree that if: (i) neither an Exchange Offer any of the Registration Statement nor a Shelf Registration Statement covering a Series of Notes Statements required by this Agreement is not declared effective by the SEC Commission on or prior to the Effectiveness Deadlinedate specified herein for such effectiveness; (ii) the Regency Parties fail to consummate the Exchange Offer within 30 Business Days, or longer, if required by Federal securities laws, of the date the Exchange Offer Registration Statement is declared effective under the Securities Act; or (iiiii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is declared effective and such Shelf Registration Statement within the time period specified in Section 3(b)(x) but thereafter ceases to be effective at any time prior to or usable in connection with resales of Registrable Notes (unless the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines ceases to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events be effective or filings usable in connection with the SEC, for a period not to exceed an aggregate resales of 90 days in any twelve-month period, and without specifying Registrable Notes as specifically permitted by the nature penultimate paragraph of the event giving rise to a suspension in any notice of suspension provided to the Holders) Section 5 hereof); (any each such event referred to in the foregoing clauses (i) or ), (ii), ) and (iii) a “Registration Default”), then liquidated damages in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount of affected Registrable Notes. Such liquidated damages and Additional Interest shall be the Transfer Restricted Notes of the applicable Series at a only monetary remedy available to Holders under this Agreement. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following cured or (2) the date on which such Registrable Note ceases to be a Registrable Note. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest begins for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to accrue; providedany prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Registrable Notes that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore (e.g., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Registration DefaultShelf Registration. (b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer Company shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each an “Event Additional Interest Payment Date”) in the same manner as regular interest is payable on the Notes of Notes, commencing with the first such Series. Any date occurring after any such Additional Interest due shall be commences to accrue, to Holders to whom regular interest is payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series Additional Interest Payment Date with respect to which Notes that are Registrable Notes. The amount of Additional Interest is due and owing. Each obligation to pay for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing 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 following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) In the event that: If (i) neither an Exchange Offer any of the Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective Statements required by this Agreement are not filed with the SEC Commission on or prior to the Effectiveness Deadline; or date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) (A) any of such required Registration Statements have not been declared effective by the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days, or longer, if required by federal securities laws, after the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Biv) if applicable, the Shelf any Registration Statement has been required by this Agreement is declared effective and such Shelf Registration Statement ceases but shall thereafter cease to be effective at any time prior or usable in connection with resales of Transfer Restricted Securities without being succeeded within two (2) business days by a post-effective amendment to the end of the Effectiveness Period (provided such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Shelf Registration Statement if is not effective or any such Registration Statement or the Issuer’s management determines related Prospectus is not usable being referred to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for as a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders“Blackout Period”) (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then the Issuers agree to pay additional interest (“Additional Interest”) will accrue on the to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for Securities held by such Holder with respect to the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased . The amount of Additional Interest shall increase by an additional 0.25% $.05 per annum for week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period thereafter that such (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrueof $.50 per week per $1,000 principal amount of Transfer Restricted Securities; provided that the rate at which such Additional Interest accrues may Issuers shall in no event exceed 0.50% per annum), be required to but excluding the date on which the pay Additional Interest for more than one Registration Default at any given time. All accrued Additional Interest shall be paid to Record Holders by the Issuers in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Series has been curedTransfer Restricted Securities will cease. Additional Interest will be paid semi-annually in arrears with the interest payment due calculated based on the first interest payment date following the date on which actual number of days such Additional Interest begins was applicable during the week. (b) A Registration Default referred to accruein Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that (1) in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and Additional Interest applicable shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Issuers are no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Issuers set forth in this section that are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event that: If (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not Consummated on or prior to the Effectiveness Exchange Deadline; or , (ii) (A) a Shelf Registration Statement applicable to the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Securities required to be filed by the terms of an Exchange Offer for Exchange Notes this Agreement is not declared effective (or does not automatically become effective) on or prior to the 30th 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day after Day, the Effectiveness Deadline next succeeding Business Day), or (Biii) if applicable, the a Shelf Registration Statement has been applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective and such Shelf Registration Statement ceases (or automatically becomes effective) as required but thereafter fails to be remain effective at or becomes unusable in connection with resales for more than 30 calendar days, excluding any time prior to the end of the Effectiveness Blackout Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii)iii) above, a “Registration Default”), then additional the Issuer hereby agrees that the interest (“Additional Interest”) will accrue on the principal amount of rate borne by the Transfer Restricted Notes of the applicable Series at a rate of Securities shall be increased by 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Registration Default, which rate will be increased Exchange Deadline and by an additional 0.25% per annum for with respect to each subsequent 90-day period, in each case for the period thereafter that such Additional Interest continues of occurrence of the Registration Default, up to accrue; provided that the a maximum additional interest rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annumannum thereafter (“Additional Interest”), to but excluding until the date on which earlier of the consummation of the Exchange Offer and such time as no Registration Default with respect to is in effect, plus such Series has been cured. additional amount of time as is required under the last sentence of Section 6(c), upon which Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Transfer Restricted Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to any Series of Transfer Restricted Notes may not accrue, another Registration Default occurs, Additional Interest will again commence accruing pursuant to the foregoing provisions. In no event will Additional Interest accrue under more than one of the foregoing clauses (i), (ii) and (iiiii) at any one time; provided, however, that the amount of Additional Interest accruing on the Transfer Restricted Securities shall not exceed, in any event, 1.00% per annum. The obligations of the Issuer and the Guarantors to pay Additional Interest as set forth in this Section 5 shall be the sole and exclusive remedy of the Holders for any Registration Default. All obligations of the Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and security shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In The Issuer, the event thatGuarantors and the Initial Purchaser agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees that if: (i) neither an the Exchange Offer Registration Statement nor a Shelf is not filed with the Commission on or prior the earlier to occur of April 30, 2008 and the 30th day following delivery from the Issuer's independent auditors of an audit report covering the consolidated financial statements for the year ending December 31, 2007, (ii) the Exchange Offer Registration Statement covering a Series of Notes is not declared effective by the SEC on or prior to the Effectiveness Deadline; 120th day following the Filing Date or, if that day is not a Business Day, the next day that is a Business Day, (ii) (Aiii) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes is not consummated on or prior to the 30th 40th day following the Effective Date, or, if that day is not a Business Day after Day, the Effectiveness Deadline or next day that is a Business Day; (Biv) if applicable, the Shelf Registration Statement is required to be filed but has not been filed prior to the earlier of (a) 60 days after such obligation arises under this Agreement and (b) the Filing Deadline, or the Shelf Registration is not declared effective and within 120 days after filing, or, if either such day is not a Business Day, the next day that is a Business Day; or (v) or either Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by such date but thereafter ceases to be effective at any time prior to or usable, except if the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if ceases to be effective or usable as specifically permitted by the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate penultimate paragraph of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Section 5 hereof; (any each such event referred to in the foregoing clauses (i) or through (ii), v) a “Registration Default”), then liquidated damages in the form of additional cash interest (“Additional Interest”) will accrue on the principal amount of affected Notes and the Transfer Restricted Notes of the applicable Series at a affected Exchange Notes, as applicable. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50a maximum amount of additional interest of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with shall occur to, but excluding, the interest payment due on the first interest payment date following earlier of (1) the date on which such Additional Interest begins to accrue; providedall Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuer without further registration under the Securities Act. Notwithstanding the foregoing, however, that (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (i.e., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement. (b) With respect to each SeriesSo long as Notes remain outstanding, the Issuer shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Seriespaid. Any amounts of Additional Interest due shall pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each May 15 and November 15 (each a “Damages Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest payment date of the applicable series affected thereby to the Holder of Notes of is payable on such Series Damages Payment Date with respect to which Notes that are Registrable Securities. The amount of Additional Interest is due and owing. Each obligation to pay for Registrable Notes will be determined by multiplying the applicable rate of Additional Interest shall be deemed by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to accrue from a Registration Default (and including thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day following year comprised of twelve 30-day months and, in the applicable Event Datecase of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) In The parties hereto agree that Holders of Transfer Restricted Notes will suffer damages if the Company and the Guarantors fail to perform their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: that (i) neither an Exchange Offer the applicable Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or date specified herein for such filing, (ii) (A) the Issuer applicable Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified herein for such effectiveness after the Effectiveness Deadline or such obligation arises, (Biii) if applicablethe Registered Exchange Offer is required to be Consummated hereunder, the Shelf Registration Statement Registered Exchange Offer has not been declared effective and such Shelf Registration Statement ceases to be effective at any Consummated by the Company within the time period set forth in the last sentence of Section 2(a) hereof, (iv) prior to the end of the Effectiveness Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, or (v) the Prospectus forming a part of a Registration Statement ceases to be useable in connection with resales of the Transfer Restricted Notes covered by such Registration Statement prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period (provided that the Issuer will be permitted to suspend the use whether or not as a result of the prospectus that is part initiation of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided period pursuant to the HoldersSection 3(d) hereof) (any each such event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then additional interest (“Additional Interest”) will accrue on the principal amount of with respect to the Transfer Restricted Notes ("Additional Interest") will accrue with respect to the first 90-day period immediately following the occurrence of the applicable Series at a rate of 0.25such Registration Default in an amount equal to 0.50% per annum for the first 90 days commencing on the day following the Registration Default, which rate per $1,000 principal amount of such Notes and will be increased increase by an additional 0.250.50% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period thereafter that until such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. , up to an aggregate maximum amount of Additional Interest will be paid semi-annually in arrears with of 2.0% per annum per $1,000 principal amount of Notes for all Registration Defaults. Following the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series cure of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer such Registration Default will have no other liabilities to the Holders under this Agreement cease with respect to any that Registration Default. (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) 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 in the Indenture (or such Seriesother indenture), sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture (or such other indenture) to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest shall be deemed to accrue from and including include the day following date of the applicable Event DateRegistration Default to, but excluding, the relevant interest payment date. (c) All of the Company's and the Guarantors' obligations set forth in this Section 4 which are outstanding with respect to any Transfer Restricted Note at the time such Note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such Transfer Restricted Note have been satisfied in full (notwithstanding termination of this Agreement).

Additional Interest. (a) In The Issuers and the event thatInitial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers, jointly and severally, agree to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below: (i) neither an if the Exchange Offer Registration Statement nor a or the Initial Shelf Registration has not been filed on or prior to the Filing Date; (ii) if the Exchange Registration Statement covering a Series of Notes is or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the Effectiveness DeadlineDate; orand/or (iiiii) if either (A) the Issuer has Issuers have not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the Effectiveness Deadline date on which the Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided time that the Issuer will be permitted to suspend Exchange Offer is consummated or (C) if applicable, the use of the prospectus that is part of Shelf Registration has been declared effective and such Shelf Registration Statement if ceases to be effective at any time during the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Effectiveness Period; (any each such event referred to in the foregoing clauses (i) or through (iiiii) above is a "Registration Default"), a “Registration Default”), then additional the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest (“Additional Interest”) will accrue rate on the principal amount of Notes will increase by 50 basis points; and the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25% per annum 25 basis points for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; rate of 200 basis points per annum, provided, -------- however, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the ------- Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above) or (3) upon the Issuer exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes. (b) With respect to each Series, The Issuers and the Issuer Guarantor shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment May 15 and November 15 (to the Holders of record on the May 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, 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 principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. In the event that either, (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or120th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof; (ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 180th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises, (c) the Effectiveness Deadline Exchange Offer is not consummated within 222 days following the Closing Date, (d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or (e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "REGISTRATION DEFAULT"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "ADDITIONAL INTEREST"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series"EVENT DATE"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If (a) In the event that: Company fails to file any of the registration statements required by this Agreement on or before the date specified for such filing, (ib) neither an the Exchange Offer Registration Statement nor a or the Shelf Registration Statement covering a Series of Notes is Statement, as applicable, has not been declared effective by the SEC on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the "Effectiveness Deadline; or Target Date"), (ii) (Ac) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with Company fails to consummate the terms of an Exchange Offer for Exchange Notes on or prior within 30 days of the Effectiveness Target Date with respect to the 30th Business Day after the Effectiveness Deadline Exchange Offer Registration Statement or (Bd) if applicable, the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior to or usable in connection with resales of Transfer Restricted Securities during the end of the Effectiveness Period periods specified in this Agreement (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid) above, a "Registration Default"), a “Registration Default”), then additional the interest rate borne by the Securities shall be increased (“"Additional Interest”") will accrue on the principal amount by one-quarter of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% one percent per annum for the first 90 days commencing on the day following the Registration Defaultannum, which rate will be increased increase by an additional 0.25% per annum for one quarter of one percent each subsequent 90-day period thereafter that such Additional Interest continues to accrue; accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate at which such Additional Interest accrues may will in no event exceed 0.50% one half of one percent per annum), to but excluding . Following the date on which cure of all Registration Defaults the Registration Default with respect to such Series has been cured. accrual of Additional Interest will be paid semi-annually in arrears with cease and the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event rate will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer original rate. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of Securities entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. If any of the Initial Securities are not Freely Tradable by the 365th calendar day after the Closing Date and either (a) In the event that: (i) neither an applicable Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline; or 365th calendar day following the applicable Closing Date, (iib) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been applicable to the Securities is not filed or declared effective and such Shelf when required, or (c) a Registration Statement ceases to be effective at any time prior applicable to the end of the Effectiveness Period Securities is declared effective as required but thereafter fails to remain effective or becomes usable in connection with resales for more than 30 calendar days (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (ii)c) above, a “Registration Default”), then the Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) will accrue on the principal in cash to each Holder of Securities in an amount of the Transfer Restricted Notes of the applicable Series at a rate of equal to 0.25% per annum of the aggregate principal amount of Securities for the first 90 days commencing on the day following period of occurrence of the Registration DefaultDefault until the earlier of all of the Initial Securities being Freely Tradable and such time as no Registration Default is in effect, which rate will be increased shall increase by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at during which such Additional Interest accrues may in no event exceed 0.50Registration Default continues up to a maximum of 1.0% per annum). Following the cure of all Registration Defaults, to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with cease to accrue and the interest payment due rate on the first interest payment date following Securities will revert to the date on which such Additional Interest begins to accrueoriginal rate; provided, however, that (1) that, if after the date such Additional Interest applicable ceases to accrue, a different Registration Default occurs, Additional Interest may again commence accruing pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Series of Transfer Restricted Notes may not accrue under more than one of Security at the foregoing clauses (i) and (ii) time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Series at any one time, and Note shall have been satisfied in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event that: that either (i) neither an the Issuers fail to file the Exchange Offer Registration Statement nor a or the Notes Shelf Registration Statement, as the case may be, on or before the date specified for any such filing hereunder, (ii) the Issuers fail to consummate the Exchange Offer pursuant to an effective Exchange Offer Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or 150th day following the Closing Time or (iiiii) (A) if the Issuer has not exchanged all Transfer Restricted Notes law or applicable interpretations of the SEC thereof prohibit a Series of Notes validly tendered Holder from participating in accordance with the terms of an Exchange Offer for or if such Holder does not receive freely tradeable Exchange Notes on or prior pursuant to the 30th Business Day Exchange Offer or if for any reason the Exchange Offer is not consummated within 150 days of the Closing Time, and if by 150 days after the Effectiveness Deadline or Closing Time a Notes Shelf Registration Statement is not declared effective (Beach such event referred to in clauses (i) if applicablethrough (iii) above, a "Registration Default"), the interest rate borne by all Registrable Notes shall be increased ("Additional Interest") by one-half of one percent per annum during the first 90-day period immediately following the occurrence of such Registration Default. In addition, such rate of Additional Interest shall be increased by an additional one-half of one percent per annum for each 90-day period that any Additional Interest continues to accrue pursuant to this Section 2(e); provided that the aggregate increase in such interest rate pursuant to this Section 2(e) will in no event exceed two percent per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease and the interest rate borne by all Registrable Notes shall revert to the original rate. In the event that the Notes Shelf Registration Statement has been declared effective and such Shelf Registration Statement subsequently ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of Period, or if such Notes Shelf Registration Statement if was filed solely at the Issuer’s management determines request of the Purchasers pursuant to do so for valid business reasonsSection 2(b)(iv) hereof, including circumstances relating one year after the date of issuance of the Notes (in each instance, subject to pending corporate developments and similar events or filings with extension pursuant to the SEClast paragraph of Section 3 hereof), for a period not to exceed an aggregate in excess of 90 days in any twelve-month perioddays, and without specifying whether or not consecutive, during the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”)term hereof, then additional the interest (“Additional Interest”) will accrue on rate borne by the principal amount of Notes or the Transfer Restricted Notes of Private Exchange Notes, as the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultcase may be, which rate will shall be increased by an additional 0.25% one-half of one percent per annum on the 91st day such Notes Shelf Registration Statement ceases to be effective. Such interest rate shall be increased by an additional one-half of one percent per annum for each subsequent 90-day period thereafter additional 90 days that such Additional Interest continues Notes Shelf Registration Statement is not effective, subject to accrue; provided that the rate at which such Additional Interest accrues may an aggregate maximum increase in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on rate per annum of two percent. Upon the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series effectiveness of Transfer Restricted a Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not interest rate borne by the Notes or the Private Exchange Notes, as the case may be, shall be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities reduced to the Holders under original interest rate unless and until increased as described in this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer paragraph. The Issuers shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) "). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Notes or of Private Exchange Notes, as the case may be, on or before the Notes of such Seriesapplicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the record Holder of Notes of entitled to receive the interest payment to be paid on such Series with respect to which Additional Interest is due and owingdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. The Issuers agree to use their best efforts to seek and obtain all registrations, approvals and consents of any governmental agency or body, including but not limited to the Central Bank of Brazil, to permit the lawful payment by the Issuers of the Additional Interest provided for herein.

Additional Interest. (a) In The parties hereto acknowledge that the Holders will suffer damages if the Issuers fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or90th day following the Settlement Date (or if such 90th day is not a Business Day, the next succeeding Business Day); (ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th 180th day following the Settlement Date (or if such 180th day is not a Business Day after Day, the Effectiveness Deadline or next succeeding Business Day); (Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 225thday following the Settlement Date (or if such 225th day is not a Business Day, the next succeeding Business Day); or (iv) after the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective, such Registration Statement ceases to be effective at any time prior to or usable in connection with the end Registered Exchange Offer or resales of the Effectiveness Period (provided that New Notes or the Issuer will Exchange Notes during a period in which it is required to be permitted to suspend the use of the prospectus that is part of such Shelf effective hereunder without being succeeded within five Business Days by any additional Registration Statement if or post-effective amendment covering the Issuer’s management determines to do so for valid business reasonsNew Notes or the Exchange Notes, including circumstances relating to pending corporate developments as the case may be, which has been filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective within seven Business Days after such filing (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “"Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted New Notes of and the applicable Series Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which such Registration Default is cured. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum), to but excluding the date on which the Registration Default annum with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following all Registration Defaults, until the date on which such Additional Interest begins Registration Default is cured, on which date the interest rate on the New Notes and the Exchange Notes, respectively, will revert to accruethe interest rate originally borne by such notes; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may shall not accrue under or be payable for more than one Registration Default at any given time. Notwithstanding the foregoing, in the event of a Registration Default of the foregoing clauses type described under clause (iiv) and (ii) with respect to such Series at any one timeabove, and in no event will Additional Interest will cease to accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in result of such Registration Default upon the earlier of the two year anniversary of the date of original issuance of the New Notes (or, if Rule 144(k) under the Act is amended to provide a Shelf shorter restrictive period, the shorter period) or the date as of which all of the applicable New Notes are sold pursuant to a Registration Statement. Notwithstanding the foregoing, the Holder will Issuers shall not be entitled deemed to receive have failed to perform their obligations under Sections 2 or 3 hereof by reason of the failure of any Additional Interest with respect Holder to its Transfer Restricted Notes; and (3) provide information regarding itself reasonably requested by the Issuer will have no other liabilities to Company or any regulatory agency having jurisdiction over any of the Holders under this Agreement with respect at least ten (10) Business Days prior to any a Registration Default. (b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after immediately upon its knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Issuers shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee (which shall not be the Issuers for these purposes), in trust, for the benefit of such Seriesthe Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture to the Holder of Notes of record holders entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datedate.

Additional Interest. Whenever there is mentioned in ------------------- the Indenture, in any context, the payment of the principal of, or any premium or interest on, or in respect of, Securities of any series, such mention shall, with respect to the Series A Notes, be deemed to include mention of the payment of Additional Interest provided for by the terms of the Series A Notes to the extent that, in such context, Additional Interest is, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Interest in any provisions of this First Supplemental Indenture shall not be construed as excluding Additional Interest in those provisions of the Original Indenture or this First Supplemental Indenture in which such express mention is not made. If, subsequent to the date that a satisfaction and discharge or Defeasance is effected pursuant to Section 401 or 1302, respectively, of the Original Indenture, Additional Interest (a) In the event that: for purposes of this paragraph, as defined in clause (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (iidefinition thereof) (Ain excess of that established as of the date that such discharge or Defeasance is effected) becomes payable in respect of the Issuer has not exchanged all Transfer Restricted Series A Notes of a Series of Notes validly tendered so discharged or defeased, the Corporation shall irrevocably deposit or cause to be irrevocably deposited in accordance with the terms provisions of an Exchange Offer for Exchange Notes on Section 401 or 1304 of the Original Indenture, as the case may be, within ten Business Days prior to the 30th Business Day after date the Effectiveness Deadline first payment in respect of any portion of such excess Additional Interest becomes due, such additional moneys or (B) Government Obligations as are necessary to satisfy the provisions of Section 401 or 1304 of the Original Indenture, as the case may be, as if applicablea discharge or Defeasance were being effected as of the date of such subsequent deposit. Except as otherwise provided in or pursuant to the Indenture, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time least 10 days prior to the end first Interest Payment Date upon which Additional Interest (for purposes of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasonsthis paragraph, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days as defined in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses clause (i) of the definition thereof) shall be payable, and at least 10 days prior to each date of payment of principal and any premium or (ii)interest if there has been any change with respect to the information set forth in the Officers' Certificate hereinafter mentioned, a “Registration Default”)the Corporation shall furnish the Trustee and any Paying Agent, then additional interest (“Additional Interest”) will accrue on if other than the principal Trustee or the Corporation, with an Officers' Certificate stating the amount of the Transfer Restricted Notes Additional Interest payable per minimum authorized denomination of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted A Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event that: If (i) neither an the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is filed with the Commission on or prior to July 26, 2012, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement covering a Series able to be used for the offer and sale of Notes is declared effective by the SEC Transfer Restricted Securities on or prior to the Effectiveness Deadline; or September 24, 2012, (ii) (Aiii) the Issuer has Exchange Offer Registration Statement is declared effective, but the Registered Exchange Offer is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered consummated on or prior to November 23, 2012, (iv) the Company is required to file the Shelf Registration Statement in accordance with Section 2, but the terms Company does not so file the Shelf Registration Statement or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Exchange Offer for Exchange Notes Automatic Shelf Registration Statement so designated on or prior to the 30th Business Day day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and Company’s obligation to file such Shelf Registration Statement ceases arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective (at any time prior that the Company is obligated to maintain the end of the Effectiveness Period (effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the Issuer will be permitted to suspend the use of the prospectus that is part of aggregate, 75 days during any 365-day period (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iivi), a “Registration Default”), then the Company shall be obligated to pay additional interest (“Additional Interest”) will accrue on the principal amount to each Holder of the Transfer Restricted Notes Securities, during the period of the applicable Series one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such Additional Interest continues to accrue; until all Registration Defaults have been cured, provided that the maximum additional rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each Such obligation to pay Additional Interest shall be deemed to accrue from and including the day following survive until (i) the applicable Event DateRegistration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

Additional Interest. The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of May 6, 2002, among the Issuers, SCG (aMalaysia SMP) In Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc., SCG International Development LLC, Semiconductor Components Industries of Rhode Island, Inc. and Semiconductor Components Industries International of Rhode Island, Inc. (collectively, the event that: "Guarantors") and the Initial Purchasers named therein (the "Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. The Registration Rights Agreement shall provide that (i) neither if the Issuers or the Guarantors fail to file an Exchange Offer Registration Statement nor with the Commission on or prior to 150 days after the Issue Date; (ii) if the Exchange Offer Registration Statement is not declared effective by the Commission within 270 days after the Issue Date; (iii) if the Exchange Offer is not consummated within 300 days after the Issue Date; (iv) if obligated to file the Shelf Registration Statement and the Issuers and the Guarantors fail to file the same on or prior to 60 days after such filing obligation arises or the Shelf Registration Statement is not declared effective on or prior to 270 days after the Issue Date, or (v) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective within 270 days after the Issue Date (or in the case of a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on to be filed in response to any change in law or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day applicable interpretations thereof, within 60 days after the Effectiveness Deadline publication of the change in law or (Binterpretation) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases but shall thereafter cease to be effective (at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted Issuers and the Guarantors are obligated to suspend maintain the use of the prospectus that is part of such Shelf effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments filed and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) declared effective (any each such event referred to in the foregoing clauses (i) or through (iiv), a “"Registration Default”"), then the Issuers and the Guarantors will be obligated to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.250.50% per annum (the "Additional Interest Rate") for the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased . The Additional Interest Rate shall increase by an additional 0.250.50% per annum for with respect to each subsequent 90-day period thereafter that such until all Registration Defaults have been cured, up to a maximum Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50Rate of 2.0% per annum), to but excluding . Any amounts of Additional Interest due will be payable in cash on the date on which the Registration Default regular interest payment dates with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owingnotes. Each obligation to pay Additional Interest rate shall be deemed to accrue from and including commence accruing on the day following date of the applicable Event DateRegistration Default and to cease accruing when all Registration Defaults have been cured.

Additional Interest. (a) In The Issuers agree that the event thatHolders will suffer damages if the Issuers fail to fulfill their obligations under Sections 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if: (i) neither an the Issuers fail to file the Exchange Offer Registration Statement nor a Shelf with the SEC on or prior to the 150th day after the Issue Date, (ii) if the Exchange Offer Registration Statement covering a Series of Notes is not declared effective by the SEC on or prior to the Effectiveness Deadline; 210th day after the Issue Date or (ii) (A) , if the Issuer has Issuers are obligated to file a Shelf Registration Statement pursuant to Section 3(a)(i), a Shelf Registration Statement is not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with declared effective by the terms of an Exchange Offer for Exchange Notes SEC on or prior to the 30th Business Day 240th day after the Issue Date; (iii) the Registered Exchange Offer is not consummated on or prior to the 50th day following the Effectiveness Deadline Date; (iv) notwithstanding that the Issuers have consummated or will consummate an Registered Exchange Offer, a Shelf Registration Statement required to be filed pursuant to Section 3(a)(ii) is not filed on or prior to the 90th day following the Shelf Filing Event (Bthe “Shelf Filing Date”) or, if applicablethat day is not a Business Day, the next day that is a Business Day; (v) notwithstanding that the Issuers have consummated or will consummate an Registered Exchange Offer, a Shelf Registration Statement required to be filed pursuant to Section 3(a)(ii) is not declared effective on or prior to the 90th day after the Shelf Filing Date; or (vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, such Registration Statement has been declared thereafter ceases to be effective and such Shelf or usable except if the Registration Statement ceases to be effective at any time prior to or usable as specifically permitted by the end penultimate paragraph of the Effectiveness Period Section 5 hereof; (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (ii), v) a “Registration Default”), then the Issuers shall pay additional cash interest on the Notes (“Additional Interest”) will accrue on under the principal amount of circumstances and to the Transfer Restricted Notes of the applicable Series at a extent set forth herein. The rate of Additional Interest will be 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of a Registration Default, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum amount of additional interest of 0.50% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with shall occur to, but excluding, the interest payment due on the first interest payment date following earlier of (1) the date on which such Additional Interest begins to accrue; providedall Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders, howeverother than affiliates of the Issuers, that under Rule 144(k) of the Securities Act. Notwithstanding the foregoing, (1) the amount of Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase more than by the foregoing rates because more than one of the foregoing clauses (i) Registration Default has occurred and (ii) with respect to such Series at any one time, is pending and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Notes or Exchange Notes who is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a timely manner and is therefore Statement (i.e., such Holder has not named as a selling security holder in a Shelf Registration Statement, the Holder will elected to include information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect to any Shelf Registration DefaultStatement. (b) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) paid. Any amounts of Additional Interest due pursuant to this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture for interest payments on the Notes of such Series. Any Additional Interest due shall and whether or not any cash interest would then be payable on each interest payment 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 principal amount of the applicable series affected thereby to Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which 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 due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective not filed with the SEC or designated as such by the SEC Company on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableMarch 31, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”)2007, then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following such Filing Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; (ii) (x) a Shelf Registration Statement is not declared effective by the SEC, or (y) if the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Notes by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per annum for the first 90-day period from the day following such Effectiveness Deadline, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; (iii) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than (x) in connection with a Suspension Period or (y) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period) by a post-effective amendment, prospectus supplement or report filed pursuant to the Exchange Act, then Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; provided, that if the Suspension Period or Periods exceed 45 days in any three-month period or 135 days in any 12-month period, then, commencing with the 46th day in such three-month period or the 136th day in such 12-month period, as the case may be, Additional Interest shall accrue on the principal amount of the Notes at a rate equal to 0.25% per annum for the first 90-day period from the day following the 45th or 135th day, as the case may be, and thereafter at a rate per annum of 0.50% of the principal amount of the Notes; or (iv) the Company fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement, or any amendment to the Shelf Registration Statement, at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof, or the time the Shelf Registration Statement or amendment to the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series held by such Holder at a rate of equal to 0.25% per annum for the first 90 days commencing on 90-day period from the day following the effective date of such Shelf Registration DefaultStatement or the time of filing of such Prospectus, which as the case may be, and thereafter at a rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed of 0.50% per annum), to but excluding of the date on which principal amount of the Registration Default with respect to Securities held by such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrueNotes; provided, however, that in no event shall Additional Interest pursuant to all of the provisions described above at any one time accrue at a rate per annum exceeding 0.50% of the principal amount of the Notes; and provided further that Additional Interest on the principal amount of the Notes as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above); (2) upon the Effective Date (in the case of clause (ii) above); (3) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of clause (iv) above); (4) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of clause (iv) above); or (5) such Securities cease to be Registrable Securities. Any amounts of Additional Interest due pursuant to Section 2(e) will be payable in cash on the next succeeding regular interest payment date for the Notes to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest on such Notes. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Stock issued upon conversion of Notes. If any Note ceases to be outstanding during any period for which Additional Interest are accruing, the Company will prorate the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) payable with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration DefaultNote. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event thatIf: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes at any time during the six-month period beginning on, and including, the date which is declared effective by six months after the last date on which any Securities are originally issued under this Indenture, (A) the Company fails to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior (B) the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (as a result of restrictions pursuant to U.S. securities law or the Effectiveness Deadline; terms of this Indenture or the Securities), or (ii) (A) as of the Issuer date that is one year after the last date on which any Securities are originally issued under this Indenture, the Restrictive Legend on the Securities has not exchanged all Transfer Restricted Notes been removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of a Series of Notes validly tendered in accordance with the Company (without restrictions pursuant to U.S. securities law or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the HoldersSecurities) (any each such event referred to in the foregoing clauses (i) or and (ii), a “Registration Restricted Transfer Default”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then additional interest (“the Company will be required to pay Additional Interest”) Interest in cash on the Securities. Additional Interest on the Securities will accrue on with respect to the first 90-day period (or portion thereof) following the Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration DefaultSecurities, which rate will be increased increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period thereafter that such (or portion thereof) while a Restricted Transfer Default is continuing until all Restricted Transfer Defaults have been cured, up to a maximum of 0.50% of the principal amount of the Securities. Following the cure of all Restricted Transfer Defaults, the accrual of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest arising from Restricted Transfer Defaults will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultcease. (b) With respect Additional Interest payable in accordance with Sections 7.16(a) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest on the Securities. (c) Notwithstanding the foregoing, if the Restrictive Legend on the Securities has not been removed pursuant to each SeriesSection 2.18 or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Issuer Company shall notify have the Trustee within three Business Days right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon conversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act. (d) During the period of one year after each and every the last date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date any of the applicable series affected thereby to Securities are originally issued, the Holder Company will not, and will not permit any of Notes its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSecurities that have been reacquired by any of them.

Additional Interest. (a) In the event thatIf: (i) neither an Exchange Offer Registration Statement nor a the Shelf Registration Statement covering a Series of Notes is has not been filed with the Commission prior to or on the Shelf Filing Deadline, (ii) the Shelf Registration Statement has not been declared effective by the SEC on or Commission prior to or on the Effectiveness Deadline; orTarget Date, (iiiii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior subject to the 30th Business Day after the Effectiveness Deadline or (Bprovisions of Section 4(b)(i) if applicablehereof, the Shelf Registration Statement has been is filed and declared effective but, during the Effectiveness Period and such Shelf Registration Statement ceases after the Effectiveness Target Date, shall thereafter cease to be effective at any time prior (without being succeeded immediately by an additional registration statement filed and declared effective) or fail to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so usable for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, its intended purpose for a period not to of time (including any Suspension Period) that shall exceed an aggregate of 90 30 days in the aggregate in any twelve3-month period, and without specifying period or 60 days in the nature of the event giving rise to a suspension aggregate in any notice of suspension provided to the Holders) 365-day period (any each such event referred to in the foregoing clauses (i) or through (iiiii), a “"Registration Default”"), then the Issuer hereby agrees to pay additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured in an amount equal to: (A) with respect to such Holder's Convertible Notes, for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable Event Dateprincipal amount of such Holder's then outstanding and not converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's then outstanding and not converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then outstanding Convertible Notes; (B) with respect to such Holder's Common Stock issued upon conversion of Convertible Notes for the first 90-day period during which a Registration Default shall have occurred and be continuing but excluding the day on which all Registration Defaults have been cured, an amount equal to 0.25% per annum on the applicable principal amount of such Holder's converted Convertible Notes, increasing to an amount per annum on the applicable principal amount of such Holder's converted Convertible Notes equal to 0.50% on the 91st day, provided that in no event shall the aggregate Additional Interest pursuant to this clause accrue at a rate per annum exceeding 0.50% of the sum of the applicable principal amount of the then converted Convertible Notes; provided that for purposes of this section the term "applicable principal amount" means, as of any date of determination, with respect to each $1,000 principal amount at issuance of Convertible Notes, the Accreted Principal Price (as defined in the Indenture) with respect to such Convertible Notes through the date of determination. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check; provided that any Additional Interest accrued with respect to any Registrable Securities or portion thereof called for redemption on a redemption date or converted into Common Stock on a conversion date prior to the Additional Interest Payment Date shall, in any such event, be paid instead to the Holder who submitted such Convertible Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversions). Following the cure of all Registration Defaults relating to any particular Convertible Note or share of Common Stock, the accrual of Additional Interest with respect to such Convertible Note or share of Common Stock will cease. ` The Trustee shall be entitled, on behalf of Holders of Convertible Notes, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. The parties hereto agree that the Additional Interest provided for in this section constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

Additional Interest. In the event that either, ------------------- (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or75th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof; (ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 120th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 120th day after such filing obligation arises, (c) the Effectiveness Deadline Exchange Offer is not consummated within 150 days following the Closing Date, (d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or (e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "Registration Default"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "Additional Interest"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one- quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In Notwithstanding anything in this Indenture or in the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior Debentures to the Effectiveness Deadline; or (ii) (A) contrary, if the Issuer has not exchanged all Transfer Restricted Notes Company so elects, the sole remedy of a Series Holders for an Event of Notes validly tendered Default relating to the Company’s obligation to file reports as required under Section 4.06 shall, for the first 180 days after the occurrence of such an Event of Default, which will be the 60th day after written notice is provided to the Company in accordance with the terms clause (d) of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableSection 5.01, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end consist exclusively of the Effectiveness Period right to receive Additional Interest on the Debentures at an annual rate equal to (provided that the Issuer will be permitted to suspend the use x) 0.25% of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature outstanding Adjusted Principal Amount of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum Debentures for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90Event of Default is continuing in such 180-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed and (y) 0.50% per annum), to but excluding of the date on which outstanding Adjusted Principal Amount of the Registration Debentures for the remaining 90 days an Event of Default with respect to is continuing in such Series has been cured180-day period. Additional Interest will shall be paid semi-annually payable in arrears with on each Interest Payment Date following the occurrence of such Event of Default in the same manner as regular interest payment due on the first interest payment date following Debentures. The Company may elect to pay Additional Interest as the sole remedy under this Section 5.03 by giving notice to the Holders, the Trustee and the Paying Agent of such election (and making such notice available on its website) on or before the close of business on the 5th Business Day after the date on which such Event of Default occurs. If the Company fails to timely give such notice or pay Additional Interest begins to accrue; providedwhen due, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may or elects not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest following an Event of Default relating to the Company’s obligation to file reports as required under Section 4.06, the Debentures will be immediately subject to acceleration as provided in Section 5.02. On the 181st day after such Event of Default (if such violation is not cured or waived prior to such 181st day), the Debentures will immediately be subject to acceleration as provided in Section 5.02. This Section 5.03 shall be deemed to accrue from and including not affect the day following rights of the applicable Trustee or the Holders in the event of the occurrence of any other Event Dateof Default.

Additional Interest. If (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) 90th day following the Issuer original issue date of the Notes, the Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance been filed with the terms Commission or on or prior to the 90th day after the obligation to file the Shelf Registration Statement has arisen, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th day following the original issue date of an the Notes, the Exchange Offer for Exchange Notes Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day after following the Effectiveness Deadline date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, or (Bd) if applicable, after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective and effective, such Shelf Registration Statement thereafter ceases to be effective at any time prior or usable in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in this Agreement without being succeeded immediately by a successor Registration Statement or a post-effective amendment to the end of the Effectiveness Period (provided such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part of itself immediately declared effective (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “("Registration Default”"), then additional interest (“"Additional Interest”") will accrue on the principal amount of the Transfer Restricted Notes of and the applicable Series Exchange Notes (in addition to the stated interest on the Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such rate exceed 0.501.00% per annum), . All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to but excluding any Notes at the date on which the Registration Default time such Notes are exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Series has Notes have been cured. Additional Interest will be paid semi-annually satisfied in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultfull. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In The parties hereto agree that the event that: Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to 60 days after the Effectiveness Deadline; or 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 after the Shelf Filing Date or (Aiii) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes is not consummated on or prior to the 30th Business Day 220 days after the Effectiveness Deadline or Issue Date (B) if applicable, the Shelf Registration Statement has been declared effective and each such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiii), a “"Registration Default”"), then the Company and the Guarantors will be jointly and severally obligated to pay additional interest (“"Additional Interest”") will accrue on the principal amount to each Holder of the Transfer Restricted Notes Securities, during the period of the applicable Series at a rate one or more such Registration Defaults, in an amount equal to one-half of 0.25% one percent (0.50%) per annum for upon the first 90 days commencing on the day following the occurrence of each Registration Default, which rate will be increased increase by an additional 0.25% per annum for one half of one percent (0.50%) at the beginning of each subsequent succeeding 90-day period thereafter (or portion thereof) that such Additional Interest continues to accrue; provided that the rate at which accrue under any such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accruecircumstance; provided, however, that the maximum aggregate increase in the interest rate will in no event exceed one and one-half percent (11.5%) the per annum; provided further, that no Additional Interest applicable to any Series of Transfer Restricted Notes may shall be payable if the Exchange Offer Registration Statement is not accrue under more than one filed or declared effective or the Exchange Offer is not consummated on account of the foregoing clauses reasons set forth in clause (i) of the first paragraph of Section 2 (it being understood, however, that in any such case the Company and the Guarantors shall be obligated to file a Shelf Registration Statement and additional interest shall be payable if the Shelf Registration Statement is not declared effective in accordance with clause (ii) with respect to such Series at any one timeof this paragraph (a)); provided further, and in that no event will Additional Interest accrue after shall be payable if the Effectiveness Period, (2) if a Holder Shelf Registration Statement is not able to or does not provide declared effective as set forth above because of a request under clause (iii) of Section 2); and provided further, that Additional Interest shall only be payable in case the representations and information required in connection with a Shelf Registration in Statement is not declared effective as aforesaid. Immediately following the cure of a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementDefault, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its Transfer Restricted Notes; that particular Registration Default will cease. Immediately following the cure of all Registration Defaults or the date on which the Exchange Securities are saleable pursuant to Rule 144(k) under the 1933 Act or any successor provision, the accrual of Additional Interest will cease and (3) the Issuer interest rate will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultoriginal rate. (b) With respect to each SeriesIf the Shelf Registration Statement is declared effective but becomes unusable by the Holders of Registrable Securities covered by such Shelf Registration Statement ("Shelf Registrable Securities") for any reason, and the Issuer aggregate number of days in any consecutive 365 day period for which the Shelf Registration Statement shall notify not be usable exceeds 30 days in the Trustee within three Business Days after each and every date on which an event occurs in respect aggregate, then the interest rate borne by the Shelf Registrable Securities will be increased by 0.50% per annum of which Additional Interest is required to be paid the principal amount of the Securities for the first 90-day period (an “Event Date”or portion thereof) beginning on the Notes of 31st such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of day that such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.Shelf Registration

Additional Interest. (a) In The Company and the event that: Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay as liquidated damages additional interest on the Securities of a particular series (“Additional Interest”) if (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series with respect to the Securities of Notes such series is declared effective by the SEC not consummated on or prior to the Effectiveness Deadline; or 365th day following the Issue Date, (ii) (A) the Issuer Company is required to file a Shelf Registration Statement with respect to the Securities of such series pursuant to Section 2(c), and such Shelf Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes become or been declared effective on or prior to the 30th Business Day later of (x) the 365th day after the Effectiveness Deadline Issue Date or (By) the 120th day after the delivery of a Shelf Notice, or (iii) if applicable, the a Shelf Registration Statement with respect to the Securities of such series has become or been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of during the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or through (iiiii), a “Registration Default”), then additional interest (“Additional Interest”) will Interest shall accrue on the principal amount of the Transfer Restricted Notes affected series of the applicable Series Securities at a rate of 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the occurrence of the Registration DefaultDefault with respect to the Securities of such series, which rate will be increased increasing by an additional 0.25% per annum for with respect to each subsequent 90-day period thereafter that such up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50of 1.00% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following from and including the date on which such Registration Default occurred to, but excluding, the date on which all Registration Defaults with respect to the Securities of such series have been cured. Notwithstanding any other provisions of this Section 4, (I) the Company shall not be obligated to pay Additional Interest begins to accrue; provided, however, that provided in clause (1ii) or (iii) of this Section 4(a) during a Shelf Suspension Period and (II) the amount of Additional Interest applicable to any Series shall not increase as a result of Transfer Restricted Notes may not accrue under more than one of Registration Default having occurred and being pending at the foregoing clauses (i) and (ii) with respect to such Series at any one same time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer The Company shall promptly notify the Trustee within three five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series). Any amounts of Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which a series of Securities pursuant to this Section 4 will be payable in cash on the Interest Payment Dates specified in the Indenture and the applicable Securities. The amount of Additional Interest is due and owing. Each obligation to pay Additional Interest shall will be deemed to accrue from and including determined by the day following Company in a manner consistent with the applicable Event Datecalculation of interest under the Indenture.

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicableIf, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Securities (including any Securities issued pursuant to the end Initial Purchasers’ over-allotment option to purchase additional Securities provided in the Purchase Agreement), the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Effectiveness Period Exchange Act, as applicable (provided that the Issuer will be permitted after giving effect to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments all applicable grace periods thereunder and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelveother than reports on Form 8-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (iiK), or the Securities are not otherwise freely tradable by Holders that are not the Company’s Affiliates and that were not the Company’s Affiliates within the three immediately preceding months (as a “Registration Default”result of restrictions pursuant to U.S. securities law), then additional interest (“the Company shall pay Additional Interest”) will accrue Interest on the Securities at a rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Transfer Restricted Notes Company’s failure to file has occurred and is continuing or the Securities are not otherwise freely tradable by Holders, other than the Company’s Affiliates or Holders that were Affiliates of the applicable Series at a rate of 0.25% per annum for Company within the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultthree immediately preceding months. (b) With respect In no event shall Additional Interest (including any Additional Interest that may accrue as a result of the Company’s failure to comply with its reporting obligations in this Indenture, that are set forth in Section 4.03) accrue at a rate per year in excess of 0.50% pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (c) Notwithstanding the foregoing, no Additional Interest shall accrue or be payable under this Section 4.09 for each Series, the Issuer shall notify the Trustee within three Business Days after each and every date day on which the Company makes available to Holders an event occurs in respect effective registration statement permitting the resale of which the Securities and the shares of Common Stock issued upon conversion thereof. After the Company has made available such an effective registration statement, if any, during the six-month period described above, no further Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable under this Section 4.09. (d) Additional Interest payable in accordance with Section 4.09(a) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest payment date on the Securities. (e) In the event that the Company is required or if, in case of a failure by the applicable series affected thereby Company to comply with its reporting obligations in this Indenture that are set forth in Section 4.03, the Company so elects, to pay Additional Interest to Holders of Securities (whether pursuant to this Section 4.09 or Section 6.02(b)), the Company shall provide written notice (“Additional Interest Notice”) to the Holder Trustee of Notes of such Series with respect to which Additional Interest is due and owing. Each its obligation to pay Additional Interest no later than 15 calendar days prior to the proposed payment date for the Additional Interest. Each Additional Interest Notice shall set forth the amount of Additional Interest to be deemed paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to accrue from and including any Holder to determine the day following amount of Additional Interest, or with respect to the applicable Event Datenature, extent or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Additional Interest. If any interest payment on any Class of the Series 2020-2 Notes is not timely paid in full when due, such overdue interest will bear interest at the applicable Stated Rate, payable as Additional Interest to the extent permitted by applicable law at the times and subject to the priorities set forth in the Flow of Funds. If a Rapid Amortization Event occurs with respect to a Class of Series 2020-2 Notes (aother than the Subordinated Notes), the Issuer will also be required to pay the Noteholders of such Class of Series 2020-2 Notes (other than the Subordinated Notes), as part of, Additional Interest, interest on each Payment Date occurring on and after the Rapid Amortization Date in an amount equal to the Rapid Amortization Additional Interest Rate multiplied by the Outstanding Principal Balance of such Class of Series 2020-2 Notes (other than the Subordinated Notes) In (after giving effect to all payments on the event that: relevant Class of Series 2020-2 Notes (other than the Subordinated Notes) made on such day) (such interest, the “Marginal Interest”) to the extent permitted by applicable law at the times and subject to the priorities set forth in the Flow of Funds. Such Marginal Interest due (if any) shall be (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by calculated on the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes basis of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90360-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semiyear consisting of twelve 30-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) day months and (ii) due and payable in arrears on each Payment Date on or after the Rapid Amortization Date. If any interest payment on any Subordinated Notes is not timely paid in full when due, the overdue interest will bear interest at the rate applicable to such Subordinated Notes, payable on each Payment Date as provided in the Flow of Funds (such interest being “Additional Interest” with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2Subordinated Notes) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultextent permitted by Applicable Law. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In The parties hereto acknowledge that the Holders of New Notes or Exchange Notes, as the case may be, will suffer damages if the Company fails to perform its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC has not been filed on or prior to the Effectiveness Deadline; or90th day following the Settlement Date; (ii) (A) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes been declared effective on or prior to the 30th Business Day after 180th day following the Effectiveness Deadline or Settlement Date; (Biii) if applicable, neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective and on or prior to the 210th day following the Settlement Date; (iv) the Shelf Registration Statement is not declared effective on or prior to the 45th day following the request or requirement therefore pursuant to section 3(b) hereof; (v) after the Exchange Offer Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective at any time or usable in connection with the Registered Exchange Offer or resales of the New Notes prior to the end consummation of the Effectiveness Period Registered Exchange Offer; or (provided that vi) after the Issuer will Shelf Registration Statement, if applicable, has been declared effective, but ceases to be permitted to suspend the use effective or usable in connection with resales of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, New Notes for a period not to exceed an aggregate of 90 time that exceeds 60 days in aggregate in any twelve12-month period, and without specifying the nature of the event giving rise period in which it is required to a suspension in any notice of suspension provided to the Holders) be effective under this Agreement; (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted New Notes and the Exchange Notes, respectively (in addition to the stated interest on the New Notes and the Exchange Notes), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the applicable Series then existing Registration Defaults. Additional Interest will accrue at a rate of 0.25% per annum for during the 90-day period immediately following such first 90 days commencing on the day following the occurrence of a Registration DefaultDefault and while any such Registration Default has occurred and is continuing, which rate will be increased and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum)annum with respect to all Registration Defaults, to but excluding until the date on which all of the Registration Default with respect filings, declarations of effectiveness and consummations referred to such Series has in the preceding sentence have been cured. Additional Interest will be paid semi-annually in arrears with achieved, on which date the interest payment due rate on the first interest payment date following New Notes and the date on which such Additional Interest begins to accrue; providedExchange Notes, howeverrespectively, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by such notes. (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days after or the Exchange Notes Trustee, as applicable, immediately upon its knowledge of the happening of each and every date on which an event occurs in respect of which Registration Default. The Company shall pay the Additional Interest is required to be paid (an “Event Date”) due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee or the Exchange Notes Trustee, as applicable, in trust, for the benefit of such Seriesthe Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture or the Exchange Notes Indenture, as applicable, sums sufficient to pay the Additional Interest then due. Any The Additional Interest due shall be payable on each interest payment date specified by the Indenture or the Exchange Notes Indenture, as applicable, to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the applicable series affected thereby to damages that will be suffered by Holders of New Notes or Exchange Notes by reason of the Holder happening of Notes any Registration Default. (d) All of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest the Company’s obligations set forth in this Section 5 shall be deemed to accrue from and including survive the day following the applicable Event Datetermination of this Agreement.

Additional Interest. (a) In the event thatIf: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes at any time during the six-month period beginning on, and including, the date which is declared effective by six months after the last date on which any Securities are originally issued under this Indenture, (A) the Company fails to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior (B) the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (as a result of restrictions pursuant to U.S. securities law or the Effectiveness Deadline; terms of this Indenture or the Securities), or (ii) (A) as of the Issuer date that is one year after the last date on which any Securities are originally issued under this Indenture, the Restrictive Legend on the Securities has not exchanged all Transfer Restricted Notes been removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of a Series of Notes validly tendered in accordance with the Company (without restrictions pursuant to U.S. securities law or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the HoldersSecurities) (any each such event referred to in the foregoing clauses (i) or and (ii), a “Registration Restricted Transfer Default”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then additional interest (“the Company will be required to pay Additional Interest”) Interest in cash on the Securities. Additional Interest on the Securities will accrue on with respect to the first 90-day period (or portion thereof) following the Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration DefaultSecurities, which rate will be increased increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period thereafter that such (or portion thereof) while a Restricted Transfer Default is continuing until all Restricted Transfer Defaults have been cured, up to a maximum of 0.50% of the principal amount of the Securities. Following the cure of all Restricted Transfer Defaults, the accrual of Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest arising from Restricted Transfer Defaults will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Defaultcease. (b) With respect Additional Interest payable in accordance with Section 8.16(a) shall be payable in arrears on each Interest Payment Date for the Securities following accrual in the same manner as regular interest on the Securities. (c) Notwithstanding the foregoing, if the Restrictive Legend on the Securities has not been removed pursuant to each SeriesSection 2.18 or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Issuer Company shall notify have the Trustee within three Business Days right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon conversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act. (d) During the period of one year after each and every the last date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date any of the applicable series affected thereby to Securities are originally issued, the Holder Company will not, and will not permit any of Notes its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event DateSecurities that have been reacquired by any of them.

Additional Interest. (a) In The parties hereto agree that the Holders of Transfer Restricted Senior Subordinated Notes will suffer damages if the Issuers and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: that either (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has Issuers have not exchanged Exchange Senior Subordinated Notes for all Transfer Restricted Notes of a Series of Senior Subordinated Notes validly tendered in accordance with the terms of an the Registered Exchange Offer for Exchange Notes or (ii) the Shelf Registration Statement, if required hereby, is not declared effective, in either case on or prior to the 30th Business Day 360 days after the Effectiveness Deadline Issue Date (the “Target Registration Date”), the interest rate on the Senior Subordinated Notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the exchange of Exchange Senior Subordinated Notes for all Senior Subordinated Notes validly tendered in accordance with the terms of the Registered Exchange Offer or the Shelf Registration Statement, if required hereby, is declared effective by the Commission or the Senior Subordinated Notes cease to constitute Transfer Restricted Senior Subordinated Notes, up to a maximum of 1.00% per annum of additional interest. (Bb) if applicable, If the Shelf Registration Statement has been declared effective and such thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable, in each case at any time during the Shelf Registration Period (as a result of the issuance by the Issuers of a notice that the Shelf Registration Statement ceases to be effective at any time prior to is unusable pending the end announcement of a material corporate transaction, the Effectiveness Period (provided that issuance by the Issuer will be permitted to suspend the Issuers of a notice suspending use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines as may be required under applicable securities laws to do so be issued or for valid business reasonsany other reason), including circumstances relating and such failure to pending corporate developments and similar events remain effective or filings with the SEC, usable exists for a period not to exceed an aggregate of more than 60 consecutive days or 90 days (whether or not consecutive) in any twelve-month period, and without specifying then the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) interest rate on Senior Subordinated Notes that constitute Transfer Restricted Senior Subordinated Notes will be increased (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue commencing on the principal amount of 61st day or 91st day, as the Transfer Restricted Notes of the applicable Series at a rate of case may be, in such twelve-month period) by (x) 0.25% per annum for the first 90 days commencing on the 90-day period immediately following the Registration Default, which rate will be increased by such 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum for with respect to each such subsequent 90-day period thereafter that period, up to a maximum of 1.00% per annum of additional interest, which additional interest shall cease to accrue on such Additional Interest continues to accrue; provided date that the rate at which Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one cessation of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after accrual of additional interest the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration StatementStatement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, the Holder additional interest will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities again accrue pursuant to the Holders under this Agreement with respect to any Registration Defaultforegoing provisions. (bc) With respect to each Series, the Issuer The Issuers shall notify the Trustee within three Business Days after and the paying agent under the Indenture promptly upon the happening of each and every date on which an event occurs that results in respect the accrual of which Additional Interest is required additional interest pursuant to be paid Section 3(a) or 3(b) (an any such event being called a “Event DateRegistration Default”) ). The Issuers and the Guarantors shall pay the additional interest due on the Transfer Restricted Senior Subordinated Notes by depositing with the paying agent (which may not be the Issuers for these purposes), in trust, for the benefit of such Seriesthe Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Senior Subordinated Notes, sums sufficient to pay the additional interest then due. Any Additional Interest The additional interest due shall be payable on each interest payment date of specified by the applicable series affected thereby Indenture and the Senior Subordinated Notes to the Holder of Notes of record holder entitled to receive the interest payment to be made on such Series with respect to which Additional Interest is due and owingdate. Each obligation to pay Additional Interest additional interest shall be deemed to accrue from and including the day following date of the applicable Event DateRegistration Default. (d) The parties hereto agree that the 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 Senior Subordinated 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 case to the extent required by this Agreement. (e) As used herein, the term “Transfer Restricted Senior Subordinated Notes” means (i) each Senior Subordinated Note until the date on which such Senior Subordinated Note has been exchanged for a freely transferable Exchange Senior Subordinated Note in the Registered Exchange Offer, (ii) each Senior Subordinated Note until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Senior Subordinated 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 Sections 3(a) and 3(b) hereof, the Issuers and the Guarantors shall not be required to pay additional interest to a Holder of Transfer Restricted Senior Subordinated 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 provided by it, if any, pursuant to Section 4(n).

Additional Interest. (a) In the event that: If (i) neither an Exchange Offer Registration Statement nor a Demand Shelf Registration Statement covering a Series of Notes is required by this Agreement has not been declared or deemed effective by the SEC Commission on or prior to the applicable Effectiveness Deadline; or , (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Demand Shelf Registration Statement has been required by this Agreement is filed and declared effective and such Shelf Registration Statement but thereafter ceases to be effective at any time prior or usable in connection with resales of Registrable Shares (other than due to the end of a Suspension Period or without a replacement Shelf Registration Statement being declared or deemed effective) during the Effectiveness Period (provided that and the Issuer will be permitted to suspend Company does not cause the use of the prospectus that is part of such Demand Shelf Registration Statement or another Shelf Registration Statement to become effective or usable within 5 Business Days by filing a post-effective amendment, Prospectus or report pursuant to the Exchange Act, (iii) any Suspension Period with respect to the Existing Shelf Registration Statement or any Demand Shelf Registration Statement exceeds 45 days (or 60 days, if the Issuer’s management determines applicable pursuant to do so for valid business reasonsSection 2(c)), including circumstances relating to pending corporate developments and similar events whether or filings with the SECnot consecutive, for a period not to exceed an aggregate of 90 days in any twelve90 day period, or 120 days, whether or not consecutive, in any 12-month period, during the Effectiveness Period, or (iv) the Company shall fail to comply with its obligation under this Agreement to name in a Prospectus, as a selling securityholder, a Holder who has returned a completed and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) executed Election and Questionnaire (any each such event referred to in the foregoing clauses (i) or through (iiiv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount Notes from and including the calendar day following the Registration Default to but excluding the earlier of (1) the calendar day on which all Registration Defaults have been cured and (2) the termination of the Transfer Restricted Effectiveness Period. All accrued Additional Interest shall be paid quarterly in arrears to the Holders of Notes, in the manner provided for in the Indenture and the Notes. Additional Interest will accrue on the Notes of the applicable Series at in an amount equal to a per annum rate of 0.25% per annum on the principal amount of Notes for the first 90 days commencing on the 90-day period immediately following the occurrence of such Registration Default, which rate will be increased Default and shall increase by an additional per annum rate of 0.25% per annum for with respect to each subsequent 90-day period thereafter that such until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrueof 1.00% per annum on the principal amount of Notes; provided that the rate at which such Additional Interest accrues may Company shall in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest to a Holder for more than one Registration Default at any given time. Additional Interest, if any, shall be deemed payable only to accrue from Holders who have duly returned a completed and including executed Election and Questionnaire and, in respect of a Registration Default described in clause (iv) above, Additional Interest, if any, shall be payable only to the day following Holders to whom such Registration Default relates. Upon the applicable Event DateCompany curing any Registration Default, the Additional Interest payable with respect to the Notes as a result of such Registration Default shall cease. The Company will not pay Additional Interest on any Note after it has been converted into cash and, if applicable, shares of Common Stock.

Additional Interest. In the event that either, (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC on or prior to the Effectiveness Deadline; or120th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof; (ii) (Ab) the Issuer Exchange Offer Registration Statement has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes SEC under the 1933 Act on or prior to the 30th Business Day 180th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 180th day after such filing obligation arises, (c) the Effectiveness Deadline Exchange Offer is not consummated within 222 days following the Closing Date, (d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or (e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "REGISTRATION Default"), then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "ADDITIONAL INTEREST"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (Bc) if applicable, of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement has been is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein. If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one-quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Defaultusable, which rate will shall be increased by an additional one-quarter of one percent (0.25% %) per annum for at the beginning of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate at which on such Additional Interest accrues may Holder's Notes will in no event exceed 0.50% one percent (1.00%) per annum). Any amounts payable under this paragraph shall also be deemed "ADDITIONAL INTEREST" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to but excluding the date on which the original interest rate if no other Registration Default with respect to shall be continuing at such Series has been curedtime. Additional Interest will shall be paid semi-annually in arrears with the interest payment due computed based on the first interest payment date following actual number of days elapsed in each 90-day period in which the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and Statement is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer unusable. The Company shall notify the Trustee within three Business Days business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series"EVENT DATE"). Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC If, on or prior to the Effectiveness Deadline; or (ii) (A) 180th day following the Issuer has not exchanged all Transfer Restricted Notes of Closing Date, a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been is not declared effective by the Commission or has not become effective (a “Registration Default”), the Company shall be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default until, but excluding the date on which, such Shelf Registration Statement is declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Securities that are Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.5%) thereof from and after the 91st day following such Registration Default. (b) In the event that the Shelf Registration Statement ceases to be effective at any time prior (or the Holders of Registrable Securities, subject to Section 2(b)(ii) and 3(a)(i) and (ii), are otherwise prevented or restricted by the end of the Effectiveness Period Company from effecting sales pursuant thereto) (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so an “Effective Failure”) for valid business reasonsmore than 45 days, including circumstances relating to pending corporate developments and similar events whether or filings with the SECnot consecutive, for a period not to exceed an aggregate of 90 days in any twelve90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, and without specifying then the nature Company shall pay Additional Interest at a rate per annum equal to an additional one-half of one percent (0.5%) of the event giving rise to a suspension principal amount of the Securities that are Registrable Securities from the 46th day upon which an Effective Failure occurs in any notice 90-day period or the 91st day upon which an Effective Failure occurs in any 12-month period, as the case may be, until the earlier of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (ii) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Additional Interest in accordance with the foregoing in respect of a prior Effective Failure within the applicable 90-day or 12-month period, as the case may be, shall not be included. (c) In the event the Company fails to file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, to the extent required by Section 3, and the effect of such failure to file or to become effective is to cause the Shelf Registration Statement (x) to fail to become effective in a timely fashion as provided in Section 7(a), a “Registration Default”or (y) to cease to be effective (or the Holders to be prevented or restricted from effecting sales pursuant thereto) as provided in Section 7(b), then additional interest the Company shall pay Additional Interest on the same basis as provided in Section 7(a) or 7(b), as applicable. (“d) Any amounts to be paid as Additional Interest”Interest pursuant to paragraphs (a), (b) or (c) of this Section 7 shall be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following (i) in the case of said paragraphs (a) and (c), the date of such Registration Default or (ii) in the case of said paragraph (b), the 46th day upon which an Effective Failure occurs in any 90-day period or the 91st day upon which an Effective Failure occurs in any 12-month period, as the case may be. Such Additional Interest will accrue in respect of the Securities that are Registrable Securities at the rates set forth in paragraphs (a), (b) or (c) of this Section 7, as applicable, on the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter Securities that such are Registrable Securities. (e) The Additional Interest continues to accrue; provided that as set forth in this Section 7 shall be the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities exclusive monetary remedy available to the Holders under this Agreement with respect to any of Registrable Securities for such Registration Default. (b) With respect to each Series, Default or Effective Failure. In no event shall the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is Company be required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following in excess of the applicable Event Datemaximum rate per annum of one-half of one percent (0.5%) set forth above, regardless of whether one or multiple Registration Defaults exist. Notwithstanding the foregoing, the parties agree that the Purchasers and Holders may pursue specific performance of this Agreement under Section 8(b).

Additional Interest. (a) In the event that: If (i) neither an Exchange Offer Registration Statement nor is required pursuant to Section 3(a) with respect to a series of Securities and such Exchange Offer is not Consummated within 45 days after the Effectiveness Target Date; or (ii) following the Effectiveness Target Date, a Shelf Registration Statement covering a Series is required pursuant to Section 4(a)(x) with respect to Securities of Notes such series and such Shelf Registration Statement (x) is declared effective by the SEC not filed on or prior to the Effectiveness applicable Shelf Filing Deadline; or , (iiy) (A) the Issuer has does not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes become effective on or prior to the 30th Business Day 90th day after the Effectiveness Deadline Shelf Filing Deadline, or (Bz) if applicable, the Shelf Registration Statement has been declared is filed and becomes effective and such Shelf Registration Statement but thereafter ceases to be effective or the corresponding Prospectus fails to be usable for its intended purpose at any time prior to during the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines Period, and such failure to do so remain effective or usable exists for valid business reasons, including circumstances relating more than 45 days consecutive days and up to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 120 days in the aggregate, in each case in any twelve12-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) period (any each such event referred to in the foregoing clauses (i) or (ii), ) a “Registration Default”), then additional the Company hereby agrees that the interest (“Additional Interest”) will accrue on the principal amount of rate borne by the Transfer Restricted Notes Securities of the applicable Series at a rate of such series shall be increased by 0.25% per annum for during the first 90 days commencing on the 90-day period immediately following the occurrence of any Registration Default, which rate will be increased Default for such series and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may period, but in no event shall such increase exceed 0.501.00% per annum). Notwithstanding the foregoing, immediately following the earliest of (x) the cure of all Registration Defaults relating to but excluding any particular Transfer Restricted Securities of such series and (y) the date on which there are no outstanding Transfer Restricted Securities of such series, the Registration Default with respect to such Series has been cured. Additional Interest interest rate borne by the relevant Transfer Restricted Securities will be paid semi-annually in arrears with reduced to the original interest payment due on the first interest payment date following the date on which rate borne by such Additional Interest begins to accrueTransfer Restricted Securities of such series; provided, however, that that, if after any such reduction in interest rate, a different Registration Default for such series occurs, the interest rate borne by the relevant Transfer Restricted Securities of such series shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (1i) the amount of Additional Interest applicable to any Series payable in respect of Transfer Restricted Notes may a series of Securities shall not accrue under increase because more than one Registration Default has occurred and is pending in respect of the foregoing clauses (i) such series and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder of Transfer Restricted Securities that is not able entitled to or does not provide the representations and information required in connection with a benefits of the Shelf Registration in a Statement (because, e.g., such Holder has not elected to include information or has not timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, delivered such information to the Holder will Company pursuant to Section 4(b) hereof) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default for such series that pertains to the Holders under this Agreement Shelf Registration Statement. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registration Default. (b) With respect to each Series, Transfer Restricted Security of a series at the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required time such security ceases to be paid (an “Event Date”) on the Notes of a Transfer Restricted Security shall survive until such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of time as all such Series obligations with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest such security shall be deemed to accrue from and including the day following the applicable Event Datehave been satisfied in full.

Additional Interest. (a) In The Company and the event that:Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below (each of which shall be given independent effect): (i) neither an if the Exchange Offer Registration Statement nor a or the Initial Shelf Registration has not been filed on or prior to the Filing Date; (ii) if the Exchange Registration Statement covering a Series of Notes is or the Initial Shelf Registration has not been declared effective by the SEC on or prior to the Effectiveness DeadlineDate; orand/or (iiiii) if either (A) the Issuer Company has not exchanged the Exchange Notes for all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an the Exchange Offer for Exchange Notes on or prior to the 30th Business Day 60 days after the Effectiveness Deadline Exchange Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Exchange Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided time that the Issuer will be permitted to suspend Exchange Offer is consummated or (C) if applicable, the use of the prospectus that is part of Shelf Registration has been declared effective and such Shelf Registration Statement if ceases to be effective at any time during the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Effectiveness Period; (any each such event referred to in the foregoing clauses (i) or through (iiiii) above is a "Registration Default"), the sole remedy available to Holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Notes will increase by .50% upon the occurrence of a “Registration Default”), then additional interest (“Additional Interest”) will accrue on ; and the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which interest rate will be increased increase by an additional 0.25.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on during which the Registration Default with respect remains uncured, up to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the a maximum additional interest payment due on the first interest payment date following the date on which such Additional Interest begins to accruerate of 2% per annum; provided, however, that (1) upon the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one filing of the foregoing clauses Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Periodabove), (2) if a Holder is not able to upon the effectiveness of the Exchange Registration Statement or does not provide the representations and information required in connection with a Shelf Registration (in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and case of (ii) above) or (3) upon the Issuer exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will have no other liabilities revert to the Holders under this Agreement with respect to any Registration Defaultinterest rate originally borne by the Notes. (b) With Notwithstanding the foregoing, no Additional Interest will be payable with respect to each Seriesa Registration Default described in clause (a)(iii)(C) above, if pending a material corporate transaction, the Issuer Company issues a notice that the registration is unusable, or such notice is required under applicable securities laws to be issued by the Company, and the number of days in any consecutive twelve month period for which all such notices have been issued or required to be issued has not exceeded 30 in the aggregate. (c) The Company and the Guarantors shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “"Event Date”) on the Notes of such Series"). Any amounts of Additional Interest due shall pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each interest payment June 15 and December 15 to the Holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue, 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 principal amount of the applicable series affected thereby to Registrable Notes, multiplied by a fraction, the Holder numerator of Notes which is the number of days such Series with respect to which Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date360.

Additional Interest. (a) In If (a) any of the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes Statements required by this Agreement is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or date specified for such filing in this Agreement, (iib) (A) the Issuer any of such Registration Statements has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with been declared effective by the terms of an Exchange Offer for Exchange Notes Commission on or prior to the 30th Business Day date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (c) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Deadline Target Date with respect to the Exchange Offer Registration Statement or (Bd) if applicable, the Shelf any Registration Statement has been required by this Agreement is filed and declared effective and such Shelf Registration Statement ceases but shall thereafter cease to be effective at any time prior or fail to the end of the Effectiveness Period (provided be usable for its intended purpose without being succeeded within 10 business days by a post-effective amendment to such Registration Statement that the Issuer will be permitted to suspend the use of the prospectus cures such failure and that is part of itself immediately declared effective (each such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (ia) or through (iid), a “Registration Default”), then the Company will be obligated to pay additional cash interest (“Additional Interest”) will accrue on to each Holder of the Notes commencing upon the occurrence of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of the Transfer Restricted Notes held by such Holder. The amount of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration Default, which rate Additional Interest will be increased increase by an additional 0.25% $.05 per annum for week per $1,000 principal amount of Notes with respect to each subsequent 90-day period thereafter that such until all Registration Defaults have been cured, up to a maximum amount of Additional Interest continues to accrue; provided that the rate at which such of $.50 per week per $1,000 principal amount of Notes. All accrued Additional Interest accrues may shall be paid to Holders by the Company in no event exceed 0.50% per annum), the same manner as interest is made pursuant to but excluding the date on which the Registration Default with respect Indenture. The Company will not be required to such Series has been cured. pay Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under for more than one of the foregoing clauses (i) and (ii) with respect to such Series Registration Default at any one given time, and in no event will Additional Interest accrue after . Following the Effectiveness Period, (2) if a Holder is not able cure of all Registration Defaults relating to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statementany particular Transfer Restricted Securities, the Holder will not be entitled to receive any accrual of Additional Interest with respect to its such Transfer Restricted Notes; Securities will cease. All obligations of the Company set forth in the preceding paragraph that have accrued and (3) the Issuer will have no other liabilities to the Holders under this Agreement are outstanding with respect to any Registration DefaultTransfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three Business Days one business day after each and every date on which an event occurs in respect of which Additional Interest is are required to be paid (an “Event Date”) on the Notes of such Series). Any Additional Interest due shall be payable on each interest payment date paid by depositing Additional Interest with the Trustee, in trust, for the benefit of the Holders of the Notes, on or before the applicable series affected thereby to the Holder of Notes of such Series with respect to which Interest Payment Date (whether or not any payment other than Additional Interest is payable on such Notes), in immediately available funds in sums sufficient to pay the Additional Interest then due and owingto such Holders. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Datedate of the occurrence of the Registration Default.

Additional Interest. (a) In The Company agrees to pay additional interest on the Registrable Notes ("ADDITIONAL INTEREST"), in the event that: (i) neither an the Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by not filed with the SEC Commission on or prior to the Effectiveness Deadline; or60th day following the Issue Date, (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes Registration Statement is not declared effective on or prior to the 30th Business Day after 210th day following the Effectiveness Deadline or Issue Date, (Biii) if applicable, the Exchange Offer is not consummated and the Shelf Registration Statement has been is not declared effective and such effective, in each case, on or prior to the 240th day following the Issue Date, or (iv) the Shelf Registration Statement is declared effective but thereafter ceases to be effective at any time prior to or usable, except if the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if ceases to be effective or usable as specifically permitted in Section 3(a) or the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate penultimate paragraph of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) Section 5 hereof (any each such event referred to in the foregoing clauses (i) or ), through (iiiv), a “Registration Default”"REGISTRATION DEFAULT"), then additional cash interest (“Additional Interest”"ADDITIONAL INTEREST") will accrue on the principal amount of the Transfer Restricted Registrable Notes of the applicable Series at a that are affected thereby. The rate of 0.25Additional Interest will be 0.50% per annum for the first 90 days commencing on the day following the Registration Default, which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period thereafter that such Additional Interest continues to accrue; provided that immediately following the rate at which such Additional Interest accrues may in no event exceed occurrence of a Registration Default, increasing by an additional 0.50% per annum on the 90th day following such Registration Default, up to a maximum amount of additional interest of 1.00% per annum), to but excluding from and including the date on which the any such Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with shall occur to, but excluding, the interest payment due on the first interest payment date following earlier of (x) the date on which such all Registration Defaults have been cured or (y) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Company (including any Initial Purchaser) without further registration under the Securities Act. Notwithstanding the foregoing, (A) the amount of Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may payable shall not accrue under increase because more than one Registration Default has occurred and is pending and (B) a Holder of Registrable Notes who is not entitled to the benefits of the foregoing clauses Shelf Registration Statement (i) and (ii) with respect to such Series at any one timefor example, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is that has not able elected to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will information) shall not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities a Registration Default that pertains to the Holders under this Agreement with respect Shelf Registration Statement. In addition, no Additional Interest shall accrue solely as a result of the Company's failure to any keep the Shelf Registration DefaultStatement effective during the Effectiveness Period pursuant to clause (iii) of the proviso to the second paragraph of Section 3(a). (b) With respect to each Series, the Issuer The Company shall notify the Trustee within three one Business Days Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series"EVENT DATE"). Any amounts of Additional Interest due shall pursuant to this Section 4 will be payable in addition to any other interest payable from time to time with respect to the Registrable Notes in cash semi-annually on the Interest Payment Dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue notwithstanding that cash interest may not otherwise be payable on such Registrable Notes on each interest payment date such date. The amount of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall will be deemed to accrue from and including determined in a manner consistent with the day following calculation of interest under the applicable Event DateIndenture.

Additional Interest. (aIf a Registration Default set forth under Section 2(e) In the event that: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes is declared effective by the SEC on or prior to the Effectiveness Deadline; or (ii) (A) the Issuer has not exchanged all Transfer Restricted Notes of a Series of Notes validly tendered in accordance with the terms of an Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders) (any event referred to in the foregoing clauses (i) or (ii), a “Registration Default”), occurs then additional interest (as described below in this Section 2(f), “Additional Interest”) will accrue on the principal amount of the Transfer Restricted Notes held by any Holder that is unable to resell the Notes held by it solely as a result of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on such Registration Default from, and including, the day following the Registration DefaultDefault to, which rate will be increased by an additional 0.25% per annum for each subsequent 90-but excluding, the earlier of (i) the day period thereafter that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been curedcured or (ii) the day that is two years from the Issue Date. Additional Interest will shall be paid semi-annually semiannually in arrears arrears, with the interest first semiannual payment due on the first interest payment date date, as applicable, following the date on which such Additional Interest begins to accrue, and shall accrue at a rate per year equal to (x) an additional 0.25% of the principal amount to, and including, the 90th day following such Registration Default and (y) an additional 0.50% of the principal amount from and after the 91st day following such Registration Default; provided, however, that (1) the in no event shall Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one at a rate per year exceeding 0.50% of the foregoing clauses (i) and (ii) with respect to such Series at any one timeprincipal amount of the Notes, and in no event will the Additional Interest accrue after the Effectiveness Period, (2) if for a Holder is not able to or does not provide the representations and information required in connection Registration Default together with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notesan event of default concerning the reporting obligations in the Indenture or the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939 accrue at a rate exceeding 0.75%; and provided further that a Registration Default shall cease and Additional Interest on the principal amount of the Notes as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of Section 2(e)(i) above); (2) upon the Effective Date (in the case of Section 2(e)(ii) above); (3) upon the Issuer will have no other liabilities filing of a supplement to the Prospectus, a post-effective amendment or an additional Shelf Registration Statement (in the case of Section 2(e)(iii) or Section 2(e)(iv)(x) above) or upon the Effective Date (in the case of Section 2(e)(iv)(y) above); or (4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of Section 2(e)(v) above); provided, however, that the Company and the Operating Partnership will remain liable for any previously accrued Additional Interest. Any amounts of Additional Interest due pursuant to this Section 2(f) will be payable by the Operating Partnership semi-annually in arrears in cash on the next succeeding interest payment date to Holders under entitled to receive such Additional Interest on the relevant record dates for the payment of interest. Notwithstanding any provision in this Agreement with Agreement, in no event shall Additional Interest accrue to Holders in respect to Common Shares issued upon exchange of the Notes. If any Registration Default. (b) With respect Note ceases to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of be outstanding during any period for which Additional Interest is required to be paid (an “Event Date”) on accruing, the Notes of such Series. Any Operating Partnership will prorate the Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owingsuch Note. Each obligation to pay Additional Interest shall be deemed represent the sole entitlement of the Holders to accrue from and including money damages relating to the day following failure of the applicable Event DateCompany to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to the Filing Deadline.

Additional Interest. (a) In the event thatIf: (i) neither an Exchange Offer Registration Statement nor a Shelf Registration Statement covering a Series of Notes at any time during the six-month period beginning on, and including, the date which is declared effective by six months after the last date on which any Securities are originally issued under this Indenture, (A) the Company fails to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or prior (B) the Securities are not otherwise freely tradable by Holders who are not Affiliates of the Company (as a result of restrictions pursuant to U.S. securities law or the Effectiveness Deadline; terms of this Indenture or the Securities), or (ii) (A) as of the Issuer date that is one year after the last date on which any Securities are originally issued under this Indenture, the Restrictive Legend on the Securities has not exchanged all Transfer Restricted Notes been removed or the Securities are not otherwise freely tradable by Holders who are not Affiliates of a Series of Notes validly tendered in accordance with the Company (without restrictions pursuant to U.S. securities law or the terms of an Exchange Offer for Exchange Notes on this Indenture or prior to the 30th Business Day after the Effectiveness Deadline or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the end of the Effectiveness Period (provided that the Issuer will be permitted to suspend the use of the prospectus that is part of such Shelf Registration Statement if the Issuer’s management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed an aggregate of 90 days in any twelve-month period, and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the HoldersSecurities) (any each such event referred to in the foregoing clauses (i) or and (ii), a “Registration Restricted Transfer Default”), and the Company has not cured any such Restricted Transfer Default by the date that is 14 calendar days following the occurrence of such Restricted Transfer Default (such date, the “Restricted Transfer Triggering Date”), then additional interest (“the Company will be required to pay Additional Interest”) Interest in cash on the Securities. Additional Interest on the Securities will accrue on with respect to the first 90-day period (or portion thereof) following the Restricted Transfer Triggering Date for each day that a Restricted Transfer Default is continuing at a rate equal to 0.25% per annum of the principal amount of the Transfer Restricted Notes of the applicable Series at a rate of 0.25% per annum for the first 90 days commencing on the day following the Registration DefaultSecurities, which rate will be increased increase by an additional 0.25% per annum of the principal amount of the Securities for each subsequent 90-day period thereafter that such Additional Interest continues (or portion thereof) while a Restricted Transfer Default is continuing until all Restricted Transfer Defaults have been cured, up to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed a maximum of 0.50% per annum), to but excluding the date on which the Registration Default with respect to such Series has been cured. Additional Interest will be paid semi-annually in arrears with the interest payment due on the first interest payment date following the date on which such Additional Interest begins to accrue; provided, however, that (1) the Additional Interest applicable to any Series of Transfer Restricted Notes may not accrue under more than one of the foregoing clauses (i) and (ii) with respect to such Series at any one time, and in no event will Additional Interest accrue after the Effectiveness Period, (2) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration Statement, the Holder will not be entitled to receive any Additional Interest with respect to its Transfer Restricted Notes; and (3) the Issuer will have no other liabilities to the Holders under this Agreement with respect to any Registration Default. (b) With respect to each Series, the Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect principal amount of which Additional Interest is required to be paid (an “Event Date”) on the Notes of such Series. Any Additional Interest due shall be payable on each interest payment date of the applicable series affected thereby to the Holder of Notes of such Series with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.the