Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) the Exchange Offer has not been Consummated 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 (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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 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 the Commission (or otherwise does not automatically become effective) on or prior to the 400th calendar day following the Closing Date, or (c) a Registration Statement applicable to the Securities is declared effective (or automatically becomes effective) when so as required but thereafter fails to remain effective 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 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”), each of 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 (“Additional Interest”) for the 90-day period immediately following the of occurrence of any the Registration Default until the earlier of the consummation of the Exchange Offer and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but such time as no Registration Default is in no event shall such increase exceed 1.00% per annumeffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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 Issuers Additional Interest set forth above shall not be required the exclusive monetary remedy available to pay additional interest pursuant to this Section 5 Holders for more than one each Registration Default at any given timeDefault. All obligations of the Issuers Company and the 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. The Holder of this Security is entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of February 18, 2003, between the Company and the Euro Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (i) the Exchange Offer has Shelf Registration Statement, if required, is not been Consummated on or prior to declared effective within 290 days after the Exchange Issue Date, (ii) any Shelf Registration Statementthe Registered Exchange Offer is not consummated on or prior to 290 days after the Issue Date, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required or (iii) any the Shelf Registration Statement required by this Agreement has been is filed and declared effective within 290 days after the Issue Date but ceases shall thereafter cease to be effective (at any time at which it that the Company is required obligated to be maintain the effectiveness thereof) and such failure to remain effective under this Agreement exists for more than 60 days (whether or not consecutive) in any twelve-month period (each such event referred to in clauses (i) through (iii), a “"Registration Default”"), the Company shall pay additional interest to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by Securities, during the period of such Registration Default, in an amount equal to (x) 0.25% per annum during for the first 90-day period immediately following the occurrence of any such Registration Default and shall increase by (y) an additional 0.25% per annum at the end of with respect to each subsequent consecutive 90-day periodperiod that occurs after the date on which such Registration Default occurs, but in no event shall such increase exceed up to a maximum of 1.00% per annumannum of Additional Interest, until the applicable Registration Statement is filed or declared effective, the Registered Exchange Offer is consummated or the Shelf Registration Statement again becomes effective, as the case may be. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults relating Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the particular determination of the amount of any such additional interest. For purposes of the foregoing, "Transfer Restricted Securities" means (i) each Initial Security until the date on which such Initial Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Initial Security until the interest rate borne by date on which such Initial Security has been effectively registered under the relevant Transfer Restricted Securities will be reduced Act and disposed of in accordance with a Shelf Registration Statement or (iii) each Initial Security until the date on which such Initial Security is distributed 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 public pursuant to Rule 144 under the foregoing provisions. The Issuers shall not be required to pay additional interest Securities Act or is saleable pursuant to this Section 5 for more than one Registration Default at any given time. All obligations of Rule 144(k) under the Issuers 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 fullSecurities Act.

Additional Interest. The Holder of this Security is entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of February 18, 2003, between the Company and the Dollar Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. If (i) the Exchange Offer has Shelf Registration Statement, if required, is not been Consummated on or prior to declared effective within 290 days after the Exchange Issue Date, (ii) any Shelf Registration Statementthe Registered Exchange Offer is not consummated on or prior to 290 days after the Issue Date, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required or (iii) any the Shelf Registration Statement required by this Agreement has been is filed and declared effective within 290 days after the Issue Date but ceases shall thereafter cease to be effective (at any time at which it that the Company is required obligated to be maintain the effectiveness thereof) and such failure to remain effective under this Agreement exists for more than 60 days (whether or not consecutive) in any twelve-month period (each such event referred to in clauses (i) through (iii), a “"Registration Default”"), the Company shall pay additional interest to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by Securities, during the period of such Registration Default, in an amount equal to (x) 0.25% per annum during for the first 90-day period immediately following the occurrence of any such Registration Default and shall increase by (y) an additional 0.25% per annum at the end of with respect to each subsequent consecutive 90-day periodperiod that occurs after the date on which such Registration Default occurs, but in no event shall such increase exceed up to a maximum of 1.00% per annumannum of Additional Interest, until the applicable Registration Statement is filed or declared effective, the Registered Exchange Offer is consummated or the Shelf Registration Statement again becomes effective, as the case may be. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults relating Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the particular determination of the amount of any such additional interest. For purposes of the foregoing, "Transfer Restricted Securities" means (i) each Initial Security until the date on which such Initial Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Initial Security until the interest rate borne by date on which such Initial Security has been effectively registered under the relevant Transfer Restricted Securities will be reduced Act and disposed of in accordance with a Shelf Registration Statement or (iii) each Initial Security until the date on which such Initial Security is distributed 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 public pursuant to Rule 144 under the foregoing provisions. The Issuers shall not be required to pay additional interest Securities Act or is saleable pursuant to this Section 5 for more than one Registration Default at any given time. All obligations of Rule 144(k) under the Issuers 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 fullSecurities Act.

Additional Interest. If (i) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, (ii) any the Shelf Registration Statement, if required herebyrequired, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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 periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annumannum in the aggregate. Following On the cure of date all Registration Defaults relating to the particular Transfer Restricted SecuritiesSecurities are 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. 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 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 If, with respect to any series of Transfer Restricted Securities, either (i) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, ; (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effectiveby the date set forth in Section 4(a)(y) 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 other than during a Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), each of 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, but in no event shall such increase exceed 1.000.50% per annumannum (such increases, collectively, “Additional Interest”). Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, 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. 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 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 has not been Consummated on or prior to by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission prior to the Exchange Date (or otherwise automatically becomes effectiveor, 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 such Holder makes such request pursuant to Section 4(a) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 on or prior to within 300 days after the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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 periodperiod that such liquidated damages continue to accrue, but in each case until the Registration Default no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted 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 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 timeaggregate 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 (i) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required by the Shelf Effectiveness Deadline or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective or otherwise available at any time at for more than 60 calendar days in a twelve month period during 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 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 periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annumannum on the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Following At the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided. All accrued Additional Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, howeverin the manner provided for the payment of interest in the Indenture, thaton each Interest Payment Date, if after any such reduction as more fully set forth in interest rate, a different Registration Default occursthe Indenture, the interest rate borne by Initial Notes and 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 timeExchange Notes. 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 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 (or otherwise automatically becomes effective) when so required Company within the time period set forth in this Agreement, 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”), each of 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, but in no event shall such increase exceed 1.00% per annumannum (as applicable, the “Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 (ia) the Exchange Offer has is not been Consummated on or prior to the Exchange DateDeadline, (iib) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day), or (c) a Shelf Registration Statement, if Statement applicable to the Transfer Restricted Securities required hereby, has not been to be filed or by the terms of this Agreement is declared effective by the Commission (or otherwise automatically becomes effective) when so as required but thereafter fails to remain effective or (iii) becomes unusable in connection with resales for more than 30 calendar days, excluding 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 Blackout Period (each such event referred to in clauses (ia) through (iii)c) above, 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 periodperiod (“Additional Interest), but in each case until the Registration Default no event longer exists; provided, however, that at no time shall such increase the amount of Additional Interest exceed 1.00in the aggregate 1.0% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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 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 either (ia) the applicable Exchange Offer has is not been Consummated 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 (or otherwise automatically becomes effective) when so required 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 (ia) the Exchange Offer has is not been Consummated consummated on or prior to the Exchange 365th 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 the Commission (or otherwise does not automatically become effective) on or prior to the 365th calendar day following the Closing Date or (c) a Shelf Registration Statement applicable to the Securities is declared effective (or automatically becomes effective) when so as required but thereafter fails to remain effective 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 becomes unusable in connection with resales for more than 60 consecutive days (each such event referred to in clauses (ia), (b) through and (iii)c) above, a “Registration Default”), each of 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, but in no event shall such increase exceed 1.000.50% per annum. Following annum (“Additional Interest”), until the cure earlier of all the completion of the Exchange Offer or the effectiveness of the Shelf Registration Defaults relating Statement (or such Shelf Registration Statement no longer being required to the particular Transfer Restricted Securitiesbe effective), after which 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. Notwithstanding the foregoing, howeverif, thatafter the date such Additional Interest ceases to accrue, if after any such reduction in interest rate, 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 Issuers Additional Interest set forth above shall not be required the exclusive monetary remedy available to pay additional interest pursuant to this Section 5 Holders for more than one each Registration Default at any given timeDefault. 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 on or prior to the Exchange DateConsummated, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (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 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 periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 on or prior 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.001.0% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 (ia) the Exchange Offer has is not been Consummated 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 the Commission (or otherwise does not automatically become effective) on or prior to the 400th calendar day following the Closing Date, or (c) a Registration Statement applicable to the Securities is declared effective (or automatically becomes effective) when so as required but thereafter fails to remain effective 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 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”), each of 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 (“Additional Interest”) for the 90-day period immediately following the of occurrence of any the Registration Default until the earlier of the consummation of the Exchange Offer and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but such time as no Registration Default is in no event shall such increase exceed 1.00% per annumeffect. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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 Issuers Additional Interest set forth above shall not be required the exclusive monetary remedy available to pay additional interest pursuant to this Section 5 Holders for more than one each Registration Default at any given timeDefault. 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 with respect to any series of Transfer Restricted Securities either (i) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, ; (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effectiveby the date set forth in Section 4(a)(y) 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 other than during a Suspension Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), each of 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, but in no event shall such increase exceed 1.000.50% per annumannum (such increases, collectively “Additional Interest”). Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, 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. 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 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 on or prior 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annumannum (any such increase, “Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 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 (or otherwise automatically becomes effective) when so required 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 Company fails to Consummate the Exchange Offer has not been Consummated on or prior to by the Exchange Date, Date or (ii) any the Shelf Registration Statement, if required hereby, has not been filed Statement or declared effective by the Commission (or otherwise automatically becomes effective) when so required or (iii) any Exchange Offer Registration Statement required by this Agreement has been is 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 of Registrable Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), then the Company will pay additional interest (“Additional Interest”) to each Holder of Registrable Securities until all Registration Defaults have been cured. With respect to the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any the first Registration Default and shall increase by Default, Additional Interest will be paid in an amount equal to 0.25% per annum at of the end principal amount of Registrable Securities outstanding. The amount of Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00up to a maximum amount of Additional Interest for all Registration Defaults of 0.5% per annumannum of the principal amount of the Registrable Securities outstanding. The payment of such Additional Interest will be the Holders’ sole remedy under this Agreement with respect to any Registration Defaults hereunder. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Registrable Securities, the interest rate borne by the relevant Transfer Restricted Registrable Securities will be reduced to the original interest rate borne by such Transfer Restricted Registrable 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 Registrable 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 Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Registrable Security at the time such security ceases to be a Transfer Restricted Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. All accrued interest will be paid by the Company on the next scheduled Interest Payment Date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Additional Interest. If (i) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, (ii) any the Shelf Registration Statement, if required herebyrequired, has not been filed or declared effective by the Commission within 60 days of the Shelf Filing Deadline (or otherwise automatically becomes effectiveif such 60th day is not a Business Day, the next succeeding Business Day) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 Company and the 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 on or prior 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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 Company and the Guarantors hereby jointly and severally agree 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 Issuers hereby agree that 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, but in no event shall such increase exceed 1.001.50% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, 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 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 timecease. 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 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 Consummated; (ii) on or prior to 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 filed or declared effective with the Commission by the Commission (or otherwise automatically becomes effective) when so required date that is 30 days 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”), each of 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 periodperiod (such increase “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted SecuritiesSecurities or (ii) the particular 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. 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 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 If, (i) on or before the 270th day after the Closing Date, (A) the Exchange Offer has not been Consummated on or prior to (B) the Exchange Date, (ii) any Shelf Registration Statement, if required herebyrequired, has not been filed or declared effective by the Commission (or otherwise automatically becomes become effective) when so required , or (iiiii) any a Shelf Registration Statement required by this Agreement is filed and has been declared become 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 or a prospectus supplement that cures such failure and that itself immediately becomes effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), each the Company hereby agrees that additional interest (“Additional Interest”) shall accrue on the principal amount of the Issuers hereby agree that the interest rate borne by the then outstanding Transfer Restricted Securities shall be increased by from and including the date on which such Registration Default has occurred at a rate of 0.25% per annum during for the 90-first 90 day period immediately following the occurrence of any Registration Default such date and shall will increase by an additional 0.25% per annum at the end of each subsequent 90-90 day period, but in no event shall such increase exceed up to a maximum rate of Additional Interest of 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 that Additional Interest shall not be required to pay additional interest pursuant to this Section 5 for accrue in respect of more than one Registration Default at any given time. Additional Interest shall cease to accrue upon the earliest to occur of (i) the date on which the Registration Default giving rise to such Additional Interest shall have been cured and (ii) the date that is the second anniversary of the Closing Date. 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 Registration Statement is not been Consummated 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 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 (or otherwise automatically becomes effective) when so required 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 on within 360 Business Days after the Closing Date or prior to the Exchange Date, (ii) any the Company is obligated to file a Shelf Registration Statement, if required hereby, Statement and such Shelf Registration Statement has not been filed or declared effective by the Commission (within 360 days after the Closing Date or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.000.50% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission prior to the later of the date that is 90 days after the Exchange Date (or otherwise automatically becomes effectiveunless such Shelf Registration Statement is reviewed by the Commission, in which case 120 days after Exchange Date) when so required and the date that is 90 days after such Holder makes such request pursuant to 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 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 (or otherwise automatically becomes effective) when so required 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 on or prior to by the Exchange Date, (ii) any the Shelf Registration Statement, if required herebyrequired, has not been filed or declared effective by the Commission within 60 days of the Shelf Filing Deadline (or otherwise automatically becomes effectiveif such 60th day is not a Business Day, the next succeeding Business Day) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annumannum (“Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 The Indenture executed in connection with the Securities will provide that in the event that either (ia) the Exchange Offer has Registration Statement is not been Consummated filed with the SEC on or prior to June 29, 2007, (b) the Exchange Date, (ii) any Shelf Offer Registration Statement, if required hereby, Statement has not been filed or declared effective by the Commission (on or otherwise automatically becomes effective) when so required prior to October 1, 2007, or (iiic) any the Exchange Offer is not consummated and a Shelf Registration Statement required by this Agreement has been is not declared effective but ceases effective, in both cases, on or prior to be effective at any time at which it is required to be effective under this Agreement November 1, 2007 (each such event referred to in clauses (ia) through (iiic) above, a "Registration Default"), a “Registration Default”), each of the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased ("Additional Interest") by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by 0.25% per annum each 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to any failure with respect to a Shelf Registration Statement. Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original rate. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum during of the principal amount of the Securities for the first 90-day period immediately following (or portion thereof) beginning on the occurrence 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of any Registration Default and a permitted Shelf Suspension Period), which rate shall increase be increased by an additional 0.25% per annum of the principal amount of the Securities at the end beginning of each subsequent 90-day period, but provided that the maximum aggregate increase in the interest rate will in no event shall such increase exceed 1.00% per annum. Following Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon the cure of all Shelf Registration Defaults relating to the particular Transfer Restricted SecuritiesStatement once again becoming usable, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by such Transfer Restricted depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities; provided, howeveron or before the applicable semiannual interest payment date, that, if after any such reduction immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest rate, a different Registration Default occurs, payment date to the record Holder of Registrable Securities entitled to receive the interest rate borne by the relevant Transfer Restricted Securities shall again payment to 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 paid on such date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Transfer Restricted Security at pay Additional Interest shall be deemed to accrue from and including 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 fullday following the applicable Event Date.

Additional Interest. If the Shelf Registration Statement (ix) the Exchange Offer has does not been Consummated become effective on or prior to the Exchange Effectiveness Target Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required or (iiiy) any Registration Statement required by this Agreement has been declared becomes effective but thereafter ceases to be effective or the corresponding Prospectus fails to be usable for its intended purpose at any time at which it is required during the Shelf Registration Period, and such failure to be remain effective under this Agreement or usable exists for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in the foregoing clauses (ix) through or (iii), y) a “Registration Default”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, (y) the date on which there are no outstanding Transfer Restricted Securities and (z) the date that is two and one half years after the Release 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. The Issuers Notwithstanding the foregoing, the amount of Additional Interest payable shall not be required to pay additional interest pursuant to this Section 5 for increase because more than one Registration Default at any given timehas occurred and is pending. 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 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 (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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 (ia) the Exchange Offer has is not been Consummated 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 the Commission (or otherwise does not automatically become effective) on or prior to the 400th calendar day following the Closing Date, in each case, pursuant to Section 4, or (c) a Registration Statement applicable to the Securities is declared effective (or automatically becomes effective) when so as required but thereafter fails to remain effective or (iii) any Registration Statement required becomes unusable in connection with resales for more than 30 calendar days, in each case, other than as permitted 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 (ia) through (iii)c) above, a “Registration Default”), each of 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 (“Additional Interest”) for the 90-day period immediately following the of occurrence of any the Registration Default and shall increase by 0.25% per annum at until the end earlier of each subsequent 90-day period, but in (x) the consummation of the Exchange Offer or (y) a Shelf Registration Statement applicable to the Securities is declared effective (or automatically becomes effective or is no event shall such increase exceed 1.00% per annumlonger required to be effective). Following the cure of all a Registration Defaults relating Default, Additional Interest will cease to the particular Transfer Restricted Securities, 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 Issuers Additional Interest set forth above shall not be required the exclusive monetary remedy available to pay additional interest pursuant to this Section 5 Holders for more than one each Registration Default at any given timeDefault. 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 (i) the Exchange Offer any Shelf Registration Statement has not been Consummated declared effective by the Commission on or prior to the Exchange Datedate specified for such effectiveness in this Agreement, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective the Companies fail to Consummate the Exchange Offer by the Commission (or otherwise automatically becomes effective) when so required Exchange Date or (iii) any the Shelf Registration Statement required by this Agreement has been or the Exchange Offer Registration Statement is 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 of Registrable Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), then the Companies will pay additional interest to each Holder of Registrable Securities until all Registration Defaults have been cured. With respect to the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the first 90-day period immediately following the occurrence of any the first Registration Default and shall increase by Default, additional interest will be paid in an amount equal to 0.25% per annum at of the end principal amount of Registrable Securities outstanding. The amount of additional interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00up to a maximum amount of additional interest for all Registration Defaults of 0.5% per annumannum of the principal amount of the Registrable Securities outstanding. The payment of such additional interest will be the Holders’ sole remedy under this Agreement with respect to any Registration Defaults hereunder. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Registrable Securities, the interest rate borne by the relevant Transfer Restricted Registrable Securities will be reduced to the original interest rate borne by such Transfer Restricted Registrable 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 Registrable 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 Companies and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Registrable Security at the time such security ceases to be a Transfer Restricted Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. All accrued interest will be paid by the Companies on the next scheduled Interest Payment Date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

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 on or prior 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.000.50% per annumannum (“Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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) 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 on or prior 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annumannum (all such additional interest being referred to as “Additional Interest”). Following Immediately following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the accrual of 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. 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 Company and 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.

Additional Interest. If (i) the Exchange Offer has not been Consummated within 365 days (or if such 365th day is not a Business Day, the next succeeding Business Day) of the Closing Date; (ii) obligated to file a Shelf Registration Statement, a Shelf Registration Statement is not declared effective by the Commission 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 (or otherwise automatically becomes effective) when so required date specified in Section 4(a)(C)(y); 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following annum (“Additional Interest”), until the cure earlier of all the completion of the Exchange Offer or the effectiveness of the Shelf Registration Defaults relating Statement (or such Shelf Registration Statement no longer being required to the particular Transfer Restricted Securitiesbe effective), after which 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 . The Additional Interest shall be the sole remedy for any such reduction Registration Default. Any Additional Interest shall be paid in interest rate, a different Registration Default occurs, the same manner and at the same time as the interest rate borne by the relevant otherwise payable on such 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 timeSecurities. 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 on or prior to by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effectiveprior 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 such Holder makes such request pursuant to Section 4(a) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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. (a) If (i) any of the Exchange Offer has Registration Statements required by this Agreement to be filed is not been Consummated filed with the Commission on or prior to the Exchange Datedate specified for such filing in this Agreement, (ii) any Shelf of such Registration Statement, if required hereby, Statements has not been filed or declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) or 4(a) of this Agreement (the "EFFECTIVENESS TARGET DATE"), whether or otherwise automatically becomes not the Company and the Guarantors have breached any obligations to use their best efforts, to cause any such Registration Statement to be declared effective, (iii) when so required the Company fails to issue, on or before 180 days after the Issue Date, Series B Notes in exchange for all Notes validly tendered prior thereto in the Exchange Offer 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 or usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is required itself declared effective on or prior to be effective under this Agreement the Effectiveness Target Date (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), each of the Issuers hereby agree that then the interest rate borne by the on Transfer Restricted Securities shall be increased by 0.25% per annum during will increase ("ADDITIONAL INTEREST"), with respect to the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, by 0.250.50% per annum at the end of and will increase by an additional 0.50% per annum with respect to each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such increase exceed 1.00up to a maximum amount of 2.0% per annumannum with respect to all Registration Defaults. Following the cure of all Registration Defaults relating to Defaults, the particular Transfer Restricted Securities, accrual of Additional Interest will cease and the interest rate borne by the relevant Transfer Restricted Securities will be reduced revert 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 Company and the Guarantors set forth in the preceding this 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 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 (or otherwise automatically becomes effective) when so 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 on or prior to by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission prior to the Exchange Date (or otherwise automatically becomes effectiveif 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 such Holder makes such request pursuant to Section 4(a) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 on within 365 Business Days after the Closing Date or prior to the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.00% per annum. Following the earlier of (y) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (z) the particular date 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. The Issuers shall not be required to pay additional interest pursuant to this Section 5 for more than one provisions as though no such prior Registration Default at any given timehad 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 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 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 (or otherwise automatically becomes effective) when so required 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 any of the Initial Securities are Transfer Restricted Securities as of the Exchange Date and either (i) the Exchange Offer has not been Consummated on or prior to the Exchange DateConsummated, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective on or prior to the date specified for such effectiveness pursuant to this Agreement by the Commission (or otherwise automatically becomes effective) when so required 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 to be or fails 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 (iii), a “Registration Default”), each of 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 one or more Registration Default Defaults and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annumannum (any such increase, “Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 For the avoidance of doubt, the amount of additional interest payable shall not be required to pay additional interest pursuant to this Section 5 for increase solely because more than one Registration Default at any given timehas occurred and is pending. All obligations of the Issuers 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 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 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 (or otherwise automatically becomes effective) when so required 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 Company shall pay liquidated damages in the form of additional interest (“Additional Interest”) in cash to each Holder of the Issuers hereby agree that the interest rate borne by the Transfer Restricted 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, but in no event shall period during which such increase exceed 1.00Registration Default continues up to a maximum of 0.50% per annum. Following the cure of all Registration Defaults relating Defaults, Additional Interest will cease to the particular Transfer Restricted Securities, 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. 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 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 on within 360 days after the Closing Date or prior to the Exchange Date, (ii) any the Company is obligated to file a Shelf Registration Statement, if required hereby, Statement and such Shelf Registration Statement has not been filed or declared effective by the Commission (within 360 days after the Closing Date or otherwise automatically becomes effective) when so required 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”), each of 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, but in no event shall such increase exceed 1.000.50% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”), each of 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 periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted SecuritiesSecurities 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. 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 Issuer and 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 (ia) on or prior to the 90th day following the original issue date of the Notes, the Exchange Offer Registration Statement has not been filed with the Commission or on or prior to the 90th day after the obligation to file the Shelf Registration Statement has arisen, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th day following the original issue date of the Notes, the Exchange Offer Registration Statement has not been declared effective by the Commission, (c) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been Consummated on consummated, or prior to (d) after either the Exchange Date, (ii) any Offer Registration Statement or the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required or (iii) any Registration Statement required by this Agreement has been declared effective but effective, such Registration Statement thereafter ceases to be effective at any time at which it is required to be effective under or usable in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in this Agreement without being succeeded immediately by a successor Registration Statement or a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (ia) through (iiid), a “("Registration Default”"), each interest ("Additional Interest") will accrue on the principal amount of the Issuers hereby agree that Notes and the Exchange Notes (in addition to the stated interest on the Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate borne by the Transfer Restricted Securities shall be increased by of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase rate exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security Notes at the time such security ceases to be a Transfer Restricted Security Notes are exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such security shall Notes have been satisfied in full.

Additional Interest. If any of the Securities are not Freely Tradable Securities by the Exchange Date and either (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) the Exchange Offer has not been Consummated on or prior to by the Exchange Date, (iiiii) any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission (or otherwise automatically becomes effectivein accordance with the requirements in Section 4(a) when so required or (iiiiv) any Registration Statement required by this Agreement has been declared or automatically becomes 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”), each of 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 periodperiod (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted SecuritiesSecurities or (ii) the particular 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 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 on or prior 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 filed or declared effective by the Commission (or otherwise automatically becomes effective) when so required 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”"), each of the Issuers Company hereby agree agrees that the interest rate borne by the Transfer Restricted Securities held by each Holder shall be increased by 0.25% per annum on the principal amount of such Transfer Restricted Securities during the 90-day period immediately following the occurrence of any the first Registration Default and shall increase by 0.25% per annum on such principal amount at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, 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 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 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 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 (or otherwise automatically becomes effective) when so required Company within the time period set forth in this Agreement, 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”), each of 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, but in no event shall such increase exceed 1.00% per annumannum in the aggregate for all Registration Defaults (as applicable, the “Additional Interest”). Following the cure of all Registration Defaults relating to the any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; 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 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.