Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (ia) the Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 400th calendar day following the Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by (or does not automatically become effective) on or prior to the Commission 120 days after any obligation to file a shelf registration statement arises 400th calendar day following the Closing Date, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective (or automatically becomes effective) as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or becomes unusable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.251.0% 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At ) for the period of occurrence of the Registration Default until the earlier of (i) the consummation of the Exchange Offer and such time as no Registration Default is in effect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest will again be increased 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 Issuers Company and the Guarantors Guarantor 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 security Security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by on or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises (or otherwise automatically becomes effective) when so required or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), each of the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuers shall not be required to pay additional interest pursuant to this Section 5 for more than one Registration Default at any given time. All obligations of the Issuers 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 security shall have been satisfied in full.

Additional Interest. If (i) the an Exchange Offer has not been Consummated by on or prior to the Exchange Date, ; (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation on or before the date on which such Shelf Registration Statement is required to file a shelf registration statement arises be declared effective by the Commission pursuant to Section 4(a)(y) or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), ) from and including the date on which such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured. All accrued Additional Interest shall be paid in no event shall such increase exceed 1.00% per annumcash on each Additional Interest Payment Date. At the earlier of (i) Upon the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant such Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) the Exchange Offer has not been Consummated by within 120 days after the Exchange Datefirst anniversary of the Closing Date (or if such 120th day is not a Business Day, the next succeeding Business Day) (except, in the case of (i) or (ii) any Shelf Registration Statement, if required hereby, has unless the Exchange Offer is not been declared effective permitted by the applicable law or Commission 120 days after any obligation to file a shelf registration statement arises policy) or (iii) any Shelf Registration Statement required by this Agreement has been is filed and declared effective but ceases but, subject to any Blackout Period, shall thereafter cease to be effective at any time at which it without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is required to be itself immediately declared effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by within 360 days after the Exchange Date, Closing Date or (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4 (a) hereof. All obligations of the Issuers 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 prior to the Exchange Date (or, if required pursuant to Section 4(a)(C), has not been declared effective by the Commission prior to the later of the Exchange Date and the date that is 90 days after any obligation such Holder makes such request pursuant to file a shelf registration statement arises Section 4(a) hereof) or (iii) any Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any the Shelf Registration Statement, if required herebyrequired, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Shelf Effectiveness Deadline or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annumannum in the aggregate. At On the earlier of (i) the cure of date all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Dateare cured, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 within 300 days after any obligation to file a shelf registration statement arises the Closing Date or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose for more than thirty days without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during for the 90-day period immediately following first 90 days after the occurrence date of any the Registration Default and Default, which rate shall increase be increased by an additional 0.25% per annum at the end of for each subsequent 90-day period (that such increaseliquidated damages continue to accrue, “Additional Interest”), but in each case until the Registration Default no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securitieslonger exists; provided, however, that, if after any such reduction that at no time shall the amount of liquidated damages accruing exceed in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionsaggregate 1.0% per annum. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If either (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed by the Shelf Filing Deadline or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises by the Shelf Effectiveness Deadline or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall the aggregate amount of such increase increases exceed 1.00% per annum. At Following the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or and (ii) the second anniversary of the Closing Datedate on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Interest shall not accrue or be payable for more than one Registration Default at any given time, and shall accrue only for those days that a Registration Default occurs and is continuing. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange DateCompany within the time period set forth in Section 4(a) hereof, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases thereafter 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 be effective at any time at which it is required to be effective the Registration Statement under this Agreement Section 8(d) or 8(e) of the Securities Act (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (as applicable, the “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If If, with respect to any series of Transfer Restricted Securities, either (i) the Exchange Offer has not been Consummated by the Exchange Date, ; (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises by the date set forth in Section 4(a)(y) or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement other than during a Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities of the applicable series 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annumannum (such increases, collectively, “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities of the applicable series will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesSecurities of the applicable series; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities of the applicable series shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security of any series at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), then the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased adjusted pursuant to the foregoing provisions. All payment obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange DateCompany within the time period set forth in this Agreement, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases thereafter 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 be effective at any time at which it is required to be effective the Registration Statement under this Agreement Section 8(d) or 8(e) of the Securities Act (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (as applicable, the “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers each Issuer hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers each 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 security shall have been satisfied in full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as each Issuer and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If (ia) the Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 400th calendar day following the Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by (or does not automatically become effective) on or prior to the Commission 120 days after any obligation to file a shelf registration statement arises 400th calendar day following the Closing Date, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective (or automatically becomes effective) as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or becomes unusable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.251.0% 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At ) for the period of occurrence of the Registration Default until the earlier of (i) the consummation of the Exchange Offer and such time as no Registration Default is in effect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different another Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest will again be increased 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 Issuers Company 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 security Security shall have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable by the Exchange Date and either (i) the Exchange Offer has not been Consummated by on or prior to the 30th day after the Exchange Date, ; (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation on or before the date on which such Shelf Registration Statement is required to file a shelf registration statement arises be declared effective by the Commission pursuant to Section 4(a)(y) or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), ) from and including the date on which such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured. All accrued Additional Interest shall be paid in no event shall such increase exceed 1.00% per annumcash on each Additional Interest Payment Date. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Dateparticular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant such Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 365th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or usable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.001.0% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 365th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or becomes unusable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 365th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or usable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed Registration Default continues up to a maximum of 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by within 360 Business Days (or if such 360th day is not a Business Day, the next succeeding Business Day) after the Closing Date with respect to the Exchange Date, Offer Registration Statement or (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). At the earlier of (i) Immediately following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 390 Business Days after the Closing Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases but, at any time prior to the date which is two years after the Closing Date, shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.250.25 % 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by on or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation on or prior to file a shelf registration statement arises the Shelf Effectiveness Date or (iiiiv) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.000.50% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded promptly by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (any such increase, “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange DateConsummated, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If with respect to any series of Transfer Restricted Securities either (i) the Exchange Offer has not been Consummated by the Exchange Date, ; (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises by the date set forth in Section 4(a)(y) or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement other than during a Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities of the applicable series 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annumannum (such increases, collectively “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities of the applicable series will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesSecurities of the applicable series; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities of the applicable series shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security of any series at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 40 days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.002.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All payment obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If In the event that any of the Securities are not Freely Tradable Securities by the Exchange Date and (i) the Exchange Offer has not been Consummated by Consummated; (ii) on the Exchange 395th day after the Closing Date, the Company and the Guarantors have not exchanged Exchange Securities for all Securities tendered in accordance with the terms of an Exchange Offer; (iiiii) any Shelf Registration Statement, if required hereby, has not been declared effective filed with the Commission by the Commission 120 date that is 30 days after any obligation to file a shelf registration statement arises following the Exchange Date or (iiiiv) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities shall be increased increase 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 (such increase, increase “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Dateparticular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest raterate due to the cure of a Registration Default, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission prior to the later of the date that is 90 days after the Exchange Date (unless such Shelf Registration Statement is reviewed by the Commission, in which case 120 days after any obligation Exchange Date) and the date that is 90 days after such Holder makes such request pursuant to file a shelf registration statement arises Section 4(a) hereof) or (iii) any Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If any of the Securities of any Series are not Freely Tradable by the Exchange Date and either (i) the an Exchange Offer with respect to such Series has not been Consummated by on or prior to the 30th day after the Exchange Date, ; (ii) any Shelf Registration StatementStatement with respect to such Series, if required hereby, has not been declared effective by the Commission 120 days after any obligation on or before the date on which such Shelf Registration Statement is required to file a shelf registration statement arises be declared effective by the Commission pursuant to Section 4(a)(y) or (iii) any Registration Statement with respect to such Series required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities of such Series 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 (such increase, “Additional Interest”), ) from and including the date on which such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured. All accrued Additional Interest shall be paid in no event shall such increase exceed 1.00% per annumcash on each Additional Interest Payment Date. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities of such Series or (ii) the second anniversary particular Transfer Restricted Securities of the Closing Datesuch Series having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities of such Series will be reduced to the original interest rate borne by such Series of Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant such Transfer Restricted Securities of such Series shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any the Shelf Registration Statement, if required herebyrequired, has not been declared effective by the Commission 120 within 60 days after any obligation to file of the Shelf Filing Deadline (or if such 60th day is not a shelf registration statement arises Business Day, the next succeeding Business Day) or (iii) any Shelf Registration Statement required by this Agreement is filed and has been declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be effective under this Agreement usable for its intended purpose for more than 90 days in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company and the Guarantors Joinder Parties 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated by within 30 business days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded within three business days by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”"), the Issuers Company and the Guarantors hereby jointly and severally agree that to pay to each Holder of Transfer Restricted Securities affected thereby additional interest ("Additional Interest") in an amount equal to one half of one percent (0.50%) per annum on the interest rate borne by principal amounts of the Transfer Restricted Securities shall be increased held by 0.25% per annum such Holder during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% an additional one half of one percent (0.50%) per annum on the principal amounts of such Transfer Restricted Securities at the end of each subsequent 90-day period (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.001.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by Additional Interest payable with respect to the relevant Transfer Restricted Securities will be reduced to as a result of the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities provisions of this paragraph shall again be increased pursuant to the foregoing provisionscease. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 540th day after the Closing Date with respect to the Exchange DateOffer Registration Statement (or if such 540th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) any the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission 120 days by the 540th day after any obligation to file the Closing Date (or if such 540th day is not a shelf registration statement arises Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases but, subject to any Blackout Period, shall thereafter cease to be effective at any time at which it without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is required to be itself immediately declared effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall the aggregate increase in such increase annual interest rate exceed 1.00% per annum%. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by on or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises (or otherwise automatically becomes effective) when so required or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), each of the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuers shall not be required to pay additional interest pursuant to this Section 5 for more than one Registration Default at any given time. All obligations of the Issuers 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 security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Transfer-Restricted Securities will suffer damages if the Issuer and the Guarantor fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer has Registration Statement is not been Consummated by filed with the Exchange Commission within 270 days after the Issue Date, (ii) any if the Shelf Registration Statement, if Statement is required hereby, has pursuant to Section 2 hereof but is not been declared effective by the Commission 120 within 365 days after any obligation to file a shelf registration statement arises the Issue Date (or such later date as required by Section 2(a)), (iii) any the Registered Exchange Offer is not consummated on or prior to 365 days after the Issue Date, or (iv) the Shelf Registration Statement required by this Agreement has been pursuant to Section 2 hereof is filed and declared effective but ceases shall thereafter cease to be effective (at any time at which it that the Issuer is required obligated to be maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iiiiv), a an “Registration DefaultAdditional Interest Trigger”), the Issuers hereby agree that Issuer and the Guarantor will be jointly and severally obligated to pay additional interest rate borne by the Transfer (“Additional Interest”) to each Holder of Transfer-Restricted Securities shall be increased by Securities, in an amount equal to 0.25% per annum during on the 90principal amount of Transfer-day period Restricted Securities held by such Holder immediately following the occurrence of any Registration Default one or more such Additional Interest Triggers. In no event, however, shall the Issuer and shall increase by the Guarantor be required to pay Additional Interest in excess of 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At Additional Interest shall cease to accrue and the earlier interest rate will revert to the original rate when (w) the Exchange Offer Registration Statement is filed with the Commission in the case of clause (i) above, (x) the cure applicable Registration Statement is declared effective in the case of all Registration Defaults relating to the particular Transfer Restricted Securities or clause (ii) above, (y) the second anniversary of the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.Registered Exchange Offer is consummated in

Additional Interest. If either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 365th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or usable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 280 days after the Closing Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to Section 4, if (i) the Exchange Offer has not been Consummated by the Exchange 210th day after the Closing Date, (ii) any Shelf Registration StatementStatement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, if (iii) any Shelf Registration Statement required hereby, by this Agreement has not been declared become effective by under the Commission 120 days after any obligation Securities Act on or prior to file a shelf registration statement arises the date specified for such effectiveness in this Agreement, or (iiiiv) any Registration Statement required by this Agreement has been declared is filed and effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (the “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated by within 30 business days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”"), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company and the Guarantors Guarantor 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 security Note shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by within 360 Business Days after the Exchange Date, Closing Date or (ii) any the Company is obligated to file a Shelf Registration Statement, if required hereby, Statement and such Shelf Registration Statement has not been declared effective by the Commission 120 within 360 days after any obligation to file a shelf registration statement arises the Closing Date or (iii) any such Shelf Registration Statement required by this Agreement has been is declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Issuers Company hereby agree 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 an additional 0.25% per annum at during the end of each subsequent 90-day period (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date that is specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by on or prior to the Exchange date that is 360 days following the Closing Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable Securities by the date that is 30 days following the Exchange Date and either (i) the Exchange Offer has not been Consummated by the Exchange Datesuch date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises by such date or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Dateparticular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest raterate due to the cure of a Registration Default, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) In addition to interest payable to Holders pursuant to and under the Exchange Offer has not been Consummated by Notes, the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to Company shall be effective at any time at which it is required to be effective under this Agreement pay to each Holder additional interest (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”), from and including the 181st day following the Issue Date to but in no event shall such increase exceed 1.00% per annum. At excluding the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second 2nd year anniversary of the Closing Issue Date, at a rate per annum equal to 2.0% of such Holder’s Applicable Amount. For purposes hereof, a Holder’s “Applicable Amount” shall mean, as of the interest rate borne by time of computation, the relevant Transfer Restricted principal amount of Notes converted or convertible into Registrable Securities will be reduced to the original interest rate borne by such Transfer Restricted SecuritiesHolder the resale of which is not covered by an Effective Registration Statement; provided, howeverthat, the foregoing shall not include (a) Registrable Securities the resale of which is covered by a Registration Statement the Effectiveness of which is subject to suspension pursuant to Section 3(b) except to the extent that such Suspension Period has exceeded 60 days, or (b) Registrable Securities which have been excluded from Registration by reason of a 415 Reduction. Additional Interest, if any, shall be payable to Holders quarterly in arrears (and contemporaneously with interest payments under the Notes) by wire transfer of immediately available funds or by federal funds check; provided, that, if after the Company may postpone payment of Additional Interest payable to any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant Holder who has not yet delivered to the foregoing provisions. All obligations Company an executed and completed Notice and Questionnaire until delivery of the Issuers 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 security same shall have been satisfied in fullmade, but such postponement of payment may be made only if the Company delivers notice of the same to the affected Holder.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (in the reasonable opinion of counsel to the Company), (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises by the Exchange Date or (iii) subject to Section 4(a) any Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of ) commencing on (x) with respect to clauses (i) and (ii) above, the first day after the Exchange Date or (y) in the case of clause (iii) above, the day after the Shelf Registration Statement ceases to be effective; provided, however, upon the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to Section 4, (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 40th day after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 within 360 days after any obligation to file a shelf registration statement arises the Issue Date or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, Offer Registration Statement or (iiiv) any Shelf of the Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement Statements required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required to be filed by the Company pursuant to this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but thereafter ceases to be effective at any time at which it is required to be effective under or usable in connection with resales or exchanges of Securities covered thereby during the periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective except as permitted by Section 6(e) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree agrees that the he 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without (in each case other than during a Suspension Period) being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”)) until such Registration Default has been cured, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions; provided further, that the Issuers shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. All obligations of the Issuers 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 security shall have been satisfied in full. Notwithstanding anything to the contrary herein, the increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If (i) the Exchange Offer has not been Consummated by within 365 Business Days after the Exchange Date, Closing Date or (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required (other than pursuant to a Shelf Suspension Period) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement or a prospectus supplement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At Following the earlier of (iy) the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or and (iiz) the second anniversary of the Closing Datedate on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionsprovisions as though no such prior Registration Default had occurred. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Issuer hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Issuer and the any 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has Registration Statement is not been Consummated by declared effective on or prior to the Exchange 270th calendar day following the Closing Date, (ii) any Shelf Registration Statementthe Exchange Offer is not consummated on or prior to the 300th calendar day following the Closing Date, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any a shelf Registration Statement required by this Agreement has been is not declared effective when required, or (iv) a registration statement is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or usable in connection with resales for more than 30 calendar days (the “Effectiveness Target Date”) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers and Guarantors hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If any of the Initial Securities are not Freely tradable by November 30, 2008 and (i) any Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated by the Exchange DateNovember 30, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises 2008 or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by an amount (“Additional Interest”) equal to 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default until the earlier of the date on which all of the Initial Securities are Freely Tradable and such time as no Registration Default is in effect, which amount shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If any of the Initial Securities are not Freely Tradable by the 366th calendar day after the Closing Date and either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 366th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or becomes usable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “"Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default until the earlier of all of the Initial Securities being Freely Tradable and such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by within 360 days after the Exchange Date, Closing Date or (ii) any the Company is obligated to file a Shelf Registration Statement, if required hereby, Statement and such Shelf Registration Statement has not been declared effective by the Commission 120 within 360 days after any obligation to file a shelf registration statement arises the Closing Date or (iii) any such Shelf Registration Statement required by this Agreement has been is declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Issuers Company hereby agree 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 an additional 0.25% per annum at during the end of each subsequent 90-day period (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange DateCompany within the time period set forth in this Agreement, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iiiiv) any Registration Statement required by Sections 3 and 4 of this Agreement has been is filed and declared effective but and the Exchange Offer Registration Statement or the Shelf Registration Statement ceases to be effective at any time at which it is required or fails to be usable without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that is immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum in the aggregate for all Registration Defaults (as applicable, the “Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable Securities by the Exchange Date and either (i) the Exchange Offer Registration Statement has not become effective, (ii) the Exchange Offer has not been Consummated by within 45 days after the Exchange DateOffer Registration Statement becomes effective, (iiiii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation on or prior to file a shelf registration statement arises the Shelf Filing Deadline or (iiiiv) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Dateparticular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security Security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Transfer-Restricted Securities will suffer damages if the Issuer and the Guarantor fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if required, (i) the Exchange Offer has Shelf Registration Statement is required pursuant to Section 2 hereof but is not been Consummated declared effective within 420 days after the Issue Date (or such later date as required by the Exchange DateSection 2(a)), (ii) any Shelf Registration Statement, if required hereby, has the Registered Exchange Offer is not been declared effective by the Commission 120 consummated on or prior to 420 days after any obligation to file a shelf registration statement arises the Issue Date, or (iii) any the Shelf Registration Statement required by this Agreement has been pursuant to Section 2 hereof is filed and declared effective but ceases shall thereafter cease to be effective (at any time at which it that the Issuer is required obligated to be maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective under this Agreement (each such event referred to in clauses (i) through (iii), a an “Registration DefaultAdditional Interest Trigger”), the Issuers hereby agree that Issuer and the Guarantor will be jointly and severally obligated to pay additional interest rate borne by the Transfer (“Additional Interest”) to each Holder of Transfer-Restricted Securities shall be increased by Securities, in an amount equal to 0.25% per annum during on the 90principal amount of Transfer-day period Restricted Securities held by such Holder immediately following the occurrence of any Registration Default one or more such Additional Interest Triggers. In no event, however, shall the Issuer and shall increase by the Guarantor be required to pay Additional Interest in excess of 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Operating Partnership hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.000.50% per annumannum (“Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers and the Guarantors Operating Partnership 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 prior to the Exchange Date (if required pursuant to Section 4(a)(C), has not been declared effective by the Commission prior to the later of the Exchange Date and the date that is 90 days after any obligation such Holder makes such request pursuant to file a shelf registration statement arises Section 4(a) hereof) or (iii) any Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree 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 (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateOctober 9, 2011, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased 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 Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 prior to the later of the Exchange Date has not been declared effective by the Commission prior to the later of the Exchange Date and the date that is 90 days after any obligation such Holder makes such request pursuant to file a shelf registration statement arises Section 4(a) hereof or (iii) any Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If any of the Initial Securities are not Freely Tradable by the 365th calendar day after the Closing Date and either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 365th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or becomes usable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default until the earlier of all of the Initial Securities being Freely Tradable and such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If either (ia) the applicable Exchange Offer has is not been Consummated by consummated on or prior to the Exchange 365th calendar day following the applicable Closing Date, (iib) any a Shelf Registration Statement, if required hereby, has Statement applicable to the Securities is not been filed or declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises when required, or (iiic) any a Registration Statement required by this Agreement has been applicable to the Securities is declared effective as required but ceases thereafter fails to be remain effective at any time at which it is required to be effective under this Agreement or becomes usable in connection with resales for more than 30 calendar days (each such event referred to in clauses (ia) through (iii)c) above, a “Registration Default”), the Issuers hereby agree that Company shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted (“Additional Interest”) in cash to each Holder of Securities shall be increased by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of Securities for the period immediately following the of occurrence of any the Registration Default and until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum at the end of for each subsequent 90-day period (during which such increase, “Additional Interest”), but in no event shall such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, accrue and the interest rate borne by on the relevant Transfer Restricted Securities will be reduced revert to the original interest rate borne by such Transfer Restricted Securitiesrate; provided, however, that, if after any the date such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security Note shall have been satisfied in full.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any the Shelf Registration Statement, if required herebyrequired, has not been declared effective by the Commission 120 within 60 days after any obligation to file of the Shelf Filing Deadline (or if such 60th day is not a shelf registration statement arises Business Day, the next succeeding Business Day) or (iii) any Shelf Registration Statement required by this Agreement is filed and has been declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be effective under this Agreement usable for its intended purpose for more than 90 days in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any and a Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 filed) within 210 days after any obligation the Closing Date with respect to file a shelf registration statement arises the Exchange Offer Registration Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases but, following 210 days after the Closing Date, shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company 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 security shall have been satisfied in full.

Additional Interest. If (i) any of the Exchange Offer has Registration Statements required by this Agreement is not been Consummated by filed with the Exchange DateCommission on or prior to the date specified for such filing in this Agreement, (ii) any Shelf of such Registration Statement, if required hereby, Statements has not been declared effective by the Commission 120 days after on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), regardless of the reasonableness of any obligation efforts made by or on behalf of the Issuer to file a shelf registration statement arises cause such Registration Statement to become effective), or (iii) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “"Registration Default”"), the Issuers Issuer and the Guarantor, jointly and severally, hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.250.50% 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.002.00% per annum. At the earlier of (i) Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) the second anniversary of the Closing DateSecurities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Issuer and the Guarantors Guarantor 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 security Note shall have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable Securities by the Exchange Date and either (i) the Exchange Offer has not been Consummated by on or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises (or otherwise automatically becomes effective) when so required or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), each of the Issuers hereby agree 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 (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Dateparticular Transfer Restricted Securities having become Freely Tradable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuers shall not be required to pay additional interest pursuant to this Section 5 for more than one Registration Default at any given time. All obligations of the Issuers 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 security shall have been satisfied in full.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the Effectiveness Target Date, (iii) the Exchange Offer has not been Consummated by within 40 Business Days after the Effectiveness Target Date with respect to the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises Statement or (iiiiv) any Registration Statement required by this Agreement has been is filed and declared effective but ceases shall thereafter cease to be effective at any time at which it is required or fail to be usable for its intended purpose without being succeeded immediately by a post-effective under this Agreement amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Issuers Company and Holdings hereby agree 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 an additional 0.25% per annum at the end of with respect to each subsequent 90-day period (such increase, “Additional Interest”)period, but in no event shall such increase exceed 1.00% per annumannum (all such additional interest being referred to as “Additional Interest”). At the earlier of (i) Immediately following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities or (ii) Securities, the second anniversary accrual of the Closing Date, Additional Interest will cease and the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Issuers Company and the Guarantors Holdings 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 security Security shall have been satisfied in full.