Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate increase in such annual interest rate exceed 1.00%. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect on or prior to the Exchange Offer Registration Statement (or if such 360th day is not a Business Daydate specified in this Agreement, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during the time periods specified in this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities to which the Registration Default relates shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall further increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate increase in 1.00% per annum (such annual interest rate exceed 1.00%amount, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If either (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect prior to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyDate, (ii) the any Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and has not been declared effective but, subject by the Commission on or prior to the later of (x) the 365th day after the Closing Date and (y) the 90th day after the date the Shelf Registration Statement was required to be filed pursuant to Section 4 hereof or (iii) any Shelf Blackout Period, shall thereafter cease Registration Statement required by this Agreement has been declared effective but ceases to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective during the Effectiveness Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 0.50% per annum) commencing on (x) the aggregate increase 365th day after the original issue date of the Securities, in the case of (i) above (y) the later of the 365th day after the original issue date of the Securities and the 90th day after the filing of such annual interest rate exceed 1.00%Shelf Registration Statement was required, in the case of (ii) above or (z) the day such Shelf Registration Statement ceases to be effective, in the case of (iii) above. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest Securities (which shall cease to accrue from be the date of such cure the Consummation of the Exchange Offer, in the case of clause (i) above, the effectiveness date of the Shelf Registration Statement in the case of clause (ii) above and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iii) above), the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding any other provisions of this Section 5, the Company shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof. If the Company is required to pay Additional Interest, the Company shall provide written notice to the Trustee of the Company’s obligations to pay Additional Interest no later than 15 days prior to each interest payment date on which Additional Interest is payable, which notice shall set forth the amount of the Additional Interest to be paid by the Company on such interest payment date. All obligations of the Company and the Guarantors set forth in the preceding paragraph this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

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 (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of such cure the Company or the Co-Issuer without further registration under the Securities Act and (z) the date that is two years after 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (each such increase, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from (y) the date of on which such cure Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer and the Guarantors set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If a. The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the Exchange Offer has applicable Registration Statement is not been Consummated by filed with the 360th day after the Closing Date with respect SEC on or prior to the Exchange Offer Registration Statement (or if date specified herein for such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyfiling, (ii) the Shelf applicable Registration Statement, if required hereby, Statement has not been filed or declared effective by the Commission by SEC on or prior to the 360th day date specified herein for such effectiveness after the Closing Date (or if such 360th day is not a Business Dayobligation arises, the succeeding Business Day) or (iii) any if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being succeeded promptly thereafter immediately by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities shall be increased will increase (such increased interest, the “"Additional Interest”) by 0.25% per annum during "), 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 the aggregate increase in such annual interest rate exceed 1.00%up to a maximum amount of 2% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) either the Exchange Offer Registration Statement or the Shelf Registration Statement required by Sections 3 and 4 are not filed with the SEC 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 SEC on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) unless the Exchange Offer shall not be permissible under applicable law or SEC policy, the Exchange Offer has not been Consummated by the 360th day (except with respect to Non-Eligible Notes) within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement Sections 3 and 4 is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a period not to exceed that permitted by Section 7(d) below) without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 30 days after filing (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum in the aggregate increase in such annual interest rate exceed 1.00%for all Registration Defaults (“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities (or at such time as any Note ceases to be a Transfer Restricted Security), Additional Interest shall cease payable with respect to accrue from the date of such cure 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 prior to the Registration Defaultcease; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of All accrued Additional Interest payable shall not increase because be paid to the Record Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Additional Interest Payment Date, as more than one fully set forth in the Indenture and the Initial Notes. The obligation of the Company to pay Additional Interest in the case of any Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive monetary remedy available to of the Initial Purchasers and the Holders of the Transfer Restricted Securities due to a for any such Registration Default.

Additional Interest. If (ia) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified herein for such filing, (b) the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, has not been Consummated declared effective by the 360th day after SEC or has not otherwise become effective under the Closing 1933 Act on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (c) the Company fails to consummate the Registered Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (iid) the Shelf Registration Statement or the Exchange Offer Registration Statement, if required herebyas applicable, has not been filed is declared or declared becomes effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall but thereafter cease ceases to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement (each such event referred to in clauses (ia) through (iii)d) above, a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased required to pay to the Holders of the Securities an additional amount (such increased interest, the “Additional Interest”) by 0.25% on such Securities equal to one-quarter of one percent per annum during of the principal amount of such Securities, which amount will increase by one quarter of one percent per annum each 90-day period immediately following that such Additional Interest continues to accrue under any such circumstance, provided that the occurrence maximum aggregate amount of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but Additional Interest payable hereunder will in no event shall the aggregate increase in such annual interest rate exceed 1.00%one half of one percent per annum. Following the cure of all Registration Defaults relating Defaults, the accrual of Additional Interest will cease. 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 any particular be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall cease be payable on each interest payment date to accrue from the date record Holder of such cure and Securities entitled to receive the interest rate borne by the relevant Transfer Restricted Securities will payment to be reduced to the original interest rate borne by paid on such Transfer Restricted Securities prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors date as set forth in the preceding paragraph that are outstanding with respect Indenture. Each obligation to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to including the benefits of day following the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Defaultapplicable Event Date.

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, or (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”), or (iii) the Exchange Offer has not been Consummated by within 40 days (or if such 40th day is not a Business Day, the 360th day next succeeding Business Day) after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default Default, and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum (any such increase, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day within 270 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyDate, (ii) the a Shelf Registration Statement, if required hereby, hereby has not been filed or declared effective by the Commission by on or prior to the 360th day after the Closing Date (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) effectiveness in this Agreement or (iii) any Shelf Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose, at any time at which it is required to be effective under this Agreement, without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure and 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations to remit unpaid amounts of Additional Interest required to be paid by the Company and the Guarantors set forth in accordance with 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 payment obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 40 Business Days after the Closing Date with respect to the Exchange Offer Registration Statement has become effective under the Securities Act or (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (iiiv) the Shelf Registration Statement, if required hereby, has not been filed Statement or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Exchange Offering Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose, except during any Blackout Period, without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 period90 days thereafter until all Registration Defaults have been cured, but in no event shall the such aggregate increase additional interest exceed 0.5% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in such annual interest rate exceed 1.00%this Section 5 is herein referred to as “Additional Interest.” The Issuers shall not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All Additional Interest accrued pursuant to this Section 5 shall be paid in the manner provided for in the Indenture. All obligations of the Company and the Guarantors 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect on or prior to the Exchange Offer Registration Statement (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) Consummation in this Agreement or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable period specified in this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective, subject to the provisions of Section 4(c) of this Agreement (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and after such 90-day period, if such Registration Default and has not yet been cured, the interest rate borne by the Transfer Restricted Securities shall increase by an additional 0.25% per annum at with respect to the end of each next subsequent 90-day period; provided, but however, in no event shall the any increase exceed an aggregate increase in such annual interest rate exceed 1.00%of 0.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities from the date of such cure will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Cross Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) If either (i) the Exchange Offer has not been Consummated Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the 360th day Holders from time to time is not filed with the SEC on or prior to the date that is 10 Business Days after the Closing Date with respect date of a Request pursuant to the Exchange Offer Registration Statement (Section 2.01(a), or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, Statement relating to the offer and sale of the Registrable Securities by the Holders has not been filed or declared effective by on or prior to the Commission by the 360th day date that is 75 days after the Closing Date (or if date of such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective Request (each such event referred to in clauses (i) through and (iii)ii) above, a “Registration Default”), then additional interest shall accrue on the Company hereby agrees that Accreted Principal Amount of the interest Notes at the rate borne by the Transfer Restricted Securities shall be increased of (such increased interest, the “Additional Interest”A) by 0.25% per annum for each day during the 90-day period immediately following beginning on, and including, the occurrence of date such Registration Default occurs and on which any Registration Default is continuing, and shall increase by 0.25(B) 0.50% per annum at the end of for each subsequent 90-day periodthereafter on which any Registration Default is continuing; provided, but that all such additional interest shall be payable in no event shall the aggregate increase in such annual interest rate exceed 1.00%cash only. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Pernix will not be obligated to pay Additional Interest in respect of more than one Registration Default at a time. (b) 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 cease to not be usable exceeds 45 days in the aggregate, then additional interest shall accrue from on the Accreted Principal Amount of the Notes at the rate of (i) 0.25% per annum for each day during the 90-day period beginning on, and including, the 45th day after the date of such cure Shelf Registration Statement first ceases to be usable in such twelve-month period and on which such Shelf Registration Statement shall not be usable, and (ii) 0.50% per annum for each day thereafter on which such Shelf Registration Statement shall not be usable; provided, that all such additional interest shall be payable in cash only. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by if Pernix is otherwise in compliance with this Agreement at such Transfer Restricted Securities prior to the Registration Default; 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 provisionstime. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder be computed based on the actual number of Transfer Restricted Securities who is not entitled to the benefits of days for which the Shelf Registration Statement is unusable. (c) Pernix shall not be entitled to notify the Trustee and the Holders within three business days after each and every date (an “Event Date”) for which Additional Interest with respect to a Registration Default that pertains is payable. Additional Interest shall be payable pursuant to the Shelf Registration Statement. The Additional Interest described Indenture in this Section 5 is the sole same manner as regular interest on the Notes and exclusive remedy available to shall be computed on the Holders basis of the Transfer Restricted Securities due to a Registration Default.360-day year comprised of twelve 30-day months

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 within the period required by the 360th day this Agreement after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during any period in which such Registration Statement is required to remain effective or be usable pursuant to this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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, in the aggregate increase in such annual interest rate exceed aggregate, 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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 cease, and the interest rate borne by the relevant security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled will be reduced to the benefits of original interest rate borne by the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration DefaultInitial Securities.

Additional Interest. If (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (each such increase, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from (y) the date of on which such cure Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after the Existing Notes 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the Company Company, the Co-Issuer and the Guarantors set forth in the preceding paragraph this section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 40 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during a period in which it is required to be effective hereunder without being succeeded promptly thereafter within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately within seven Business Days of such filing declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.250.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%1.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated Company and the Guarantors fail to file with the Commission any of the Registration Statements required by the 360th day after the Closing Date with respect this Agreement on or prior to the Exchange Offer Registration Statement (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyfiling in this Agreement, (ii) the any Shelf Registration Statement, if Statement required hereby, by this Agreement has not been filed or declared effective by the Commission by on or prior to the 360th day after date specified for such effectiveness in this Agreement, (iii) the Company and the Guarantors fail to Consummate the Exchange Offer within 270 days of the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall but thereafter cease ceases to be effective or usable in connection with resales or exchanges, as applicable, of Transfer Restricted Securities during the periods required under this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), as liquidated damages for such Registration Default, the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the first 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 increases, “Additional Interest”), but in no event shall the aggregate increase in such annual interest rate increases exceed 1.00%% per annum in the aggregate. Following Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record of Transfer Restricted Securities on the relevant regular record date. As of the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the particular Transfer Restricted Securities having ceased to be Transfer Restricted Securities, the accrual of Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Interest will accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time. The accrual of Additional Interest shall be the sole and exclusive remedy available to the Holders of Transfer Restricted Securities for any Registration Default, and a Registration Default shall not constitute a default under the Indenture. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If In the event that (ia) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Dayfiled with the SEC on or prior to the 210th day after the Closing Date, (b) the succeeding Business DayExchange Offer Registration Statement has not been declared effective on or prior to the 330th day after the Closing Date, (c) unless the Exchange Offer is not permitted consummated on or prior to the 395th day after the Closing Date, or (d) the Co-Issuers are required by applicable law or Commission policySection 2.2 to file a Shelf Registration Statement, (ii) and the Shelf Registration Statement, if required herebyrequired, has is not been filed or declared effective by on or prior to the Commission by the 360th 150th day after the Closing Date (or if such 360th day is not following a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective Triggering Event (each such event referred to in clauses (ia) through (iii)d) above, a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum for each subsequent 90-day period immediately following that such Additional Interest continues to accrue under any such circumstance, provided that the occurrence maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. 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 Default Statement. Following the cure of all Registration Defaults, the accrual of Additional Interest with respect to Registration Defaults will cease. 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 increase 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 of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall 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 the aggregate increase in such annual interest rate 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 Shelf Registration Statement once again becoming usable, the accrual of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall will cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by if the Co-Issuers are otherwise in compliance with this Agreement at such Transfer Restricted Securities prior to time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Default; provided, however, that, if after any such reduction in interest rate, a different Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisionstwo preceding paragraphs at any given time. All obligations The Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest would be required to be paid, notwithstanding the application of the Company and immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the Guarantors Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be 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 the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because more than one Registration Default has occurred be deemed to accrue from and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to including the benefits of day following the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Defaultapplicable Event Date.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 390 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject at any time prior to any Shelf Blackout Periodthe date which is two years after the Closing Date, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.250.25 % per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day periodperiod (such increase “Additional Interest”), but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; 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. In no event shall the Company be required to pay Additional Interest for more than one Registration Default at any given time. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by on or prior to the 360th day after the Closing Exchange Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyStatement, (ii) any of the Shelf Registration Statement, if Statements required hereby, has by this Agreement is not been filed or declared effective by with the Commission by on or prior to the 360th day after the Closing Date (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) filing in this Agreement or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within a reasonable time after filing (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Registrable Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Registration Defaults shall be cured on the date that: (i) the Initial Notes may be sold pursuant to Rule 144 under the Securities Act (but not Rule 144A) without regard to volume or other restrictions, provided that the Company shall have removed or caused to be removed any restrictive legend on such Initial Notes; or (ii) is three years after the Closing Date; or (iii) the Exchange Offer is Consummated; or (iv) a Shelf Registration Statement is declared effective under the Securities Act. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Registrable Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Registrable Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultRegistrable 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 period during which such Additional Interest shall accrue shall be prorated for any partial periods. The Company shall not be required to pay Additional Interest for more than one Registration Default at a time. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of 12 30-day months and the actual number of days on which Additional Interest accrued during such period. Notwithstanding anything to the contrary herein, a Holder will not be entitled to any Additional Interest under this Section 5 if such Holder has not provided all registration information to the Company pursuant to Section 4(c). All obligations of the Company and the Guarantors set forth in the preceding paragraph to pay Additional Interest that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a an Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by within 30 Business Days (or if such 30th day is not a Business Day, the 360th day next succeeding Business Day) after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If Subject to the Issuers ability to declare Suspension Periods with respect to clause (iv) below, if (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 305 Business Days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being or fail to be usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 30 days; and provided, further, that in the case of clause (each iv) if such event referred to Registration Default occurs for a continuous period in clauses (i) through (iii), a “excess of 30 days of such Registration Default”, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company Issuers hereby agrees that the interest rate borne by the agree to pay to each holder of Transfer Restricted Securities shall be increased affected thereby additional interest (such increased interest, the “Additional Interest”) by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of the Transfer Restricted Securities outstanding 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 periodperiod during which such Registration Default continues, but in no event shall the aggregate increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall will cease to accrue from the date of such cure 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 Securities prior to the Registration DefaultSecurities; provided, however, that, if after any the date on which such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Securities due Security at the time such security ceases to be a Registration DefaultTransfer 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 has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated by (and the 360th day Shelf Registration has not been filed) within 365 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%0.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing pending and (ii) a Holder of Transfer Restricted Securities who that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day consummated within 365 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 365th day is not a Business Day, the next succeeding Business Day) unless the Exchange Offer is not permitted (or, if required by applicable law or Commission policythis Agreement, (ii) the Shelf Registration Statement, if required hereby, has Statement is not been filed or declared effective by the Commission by on or prior to the 360th day date that is 365 days after the Closing Date (or if such 360th 365th day is not a Business Day, the next succeeding Business Day)) or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf the Blackout Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective and, subject to the Blackout Period, such failure to remain effective or usable occurs on more than two occasions or exists for more than 45 days (whether or not consecutive), in either case, in any 12-month period (each such event referred to in clauses (i) through (iiiii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of ; provided, further, that, the Company and the Guarantors set forth shall in the preceding paragraph that are outstanding with respect no event be required to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of pay Additional Interest payable shall not increase because for more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Defaultat any given time.

Additional Interest. If (i) the Exchange Offer Registration Statement is not filed with the Commission within 270 days after the Closing Date, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to 365 days after the Closing Date (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 45 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyStatement, (iiiv) the Shelf Registration Statement, if required hereby, Statement has not been filed or declared effective by 150 days after any obligation to file the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) Shelf Registration Statement pursuant to this Agreement or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-post effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Company Issuers and the Guarantors hereby agrees that agree the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company 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 Transfer Restricted Security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled anything to the benefits of contrary herein, the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their obligations under this Agreement.

Additional Interest. If there are any Transfer Restricted Securities outstanding on the Exchange Date (other than Transfer Restricted Securities held, or beneficially held, by affiliates of the Company) and either (i) any of the Registration Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from Securities and (y) the date of such cure and on which any particular Transfer Restricted Security ceases to be a Transfer Restricted Security, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultSecurities; provided, however, thatthat if, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing pending and (ii) a Holder of Transfer Restricted Securities who that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described All obligations of the Company and the Guarantors set forth in the first paragraph of this Section 5 that are outstanding with respect to any Initial Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such outstanding obligations with respect to such security shall have been satisfied in full. If the Company is required to pay Additional Interest, the sole and exclusive remedy available Company shall provide written notice to the Holders Trustee of the Transfer Restricted Securities due Company’s obligation to a Registration Defaultpay Additional Interest no later that 15 days prior to each Interest Payment Date on which Additional Interest is payable, which notice shall set forth the amount of the Additional Interest to be paid by the Company on such Interest Payment Date.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum, provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th 450th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 450th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th 450th day after the Closing Date (or if such 360th 450th day is not a Business Day, the succeeding Business Day) or (iii) any a Shelf Registration Statement is required by this Agreement is has been filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (or combination of Registration Defaults) 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 all such increases in the aggregate exceed 1.00% per annum, and in no event shall such increase exceed 0.25% per annum in any 90-day period regardless of how many Registration Defaults occur in such annual interest rate exceed 1.00%90-day period. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 240 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90180-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 the aggregate such increase in such annual interest rate exceed 1.00%1.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the subsequent 90-day period, but in no event shall such increase in the aggregate increase in exceed 0.75% per annum (any such annual interest rate exceed 1.00%increase, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Interest shall be payable to the same Persons, in the same manner and at the same times as ordinary interest on the Securities. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has Registration Statement required by Section 3(a) of this Agreement (A) is not filed with the Commission on or prior to the dates specified therein for such filing or (B) not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission on or prior to the date specified therein for such effectiveness, (ii) such Exchange Offer has not been Consummated within 30 Business Days after the effectiveness of the Exchange Offer Registration Statement, (iii) any Shelf Registration Statement required to be filed pursuant to Section 4(a)(ii) hereon has not been declared effective by the 360th day after Commission on or prior to the Closing Date (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) effectiveness therein or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective as required hereunder or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the sale of all Securities registered thereunder or as a result of a notice given in accordance with Section 6(d) below for a period not to exceed 60 days in any twelve-month period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased additional interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding Anything herein to the foregoingcontrary notwithstanding, no Holder who (ix) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of was eligible to exchange such Holder’s outstanding Transfer Restricted Securities who is not entitled at the time that the Exchange Offer was pending and Consummated and (y) failed to validly tender such securities for exchange pursuant to the benefits of the Shelf Registration Statement Exchange Offer shall not be entitled to receive any Additional Interest with in respect to a Registration Default of such Transfer Restricted Security that pertains would otherwise accrue subsequent to the Shelf Registration Statement. The Additional Interest described in date the Exchange Offer is Consummated pursuant to this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default5.

Additional Interest. (a) If (i) any Shelf Registration Statement required by this Agreement has not been filed with the Commission on or prior to the Shelf Filing Deadline, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission (or become effective automatically) on or prior to the date specified for such effectiveness in Section 4(a) of this Agreement, (iii) the Exchange Offer has not been Consummated by the 360th day after the Closing Exchange Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Shelf Registration Statement required by this Agreement is filed and declared effective but, subject at any time prior to any Shelf Blackout Periodthe date which is two and one half years after the Closing date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each effective(each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate increase in such annual total interest rate payable exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration Default; provided, however, that, if after any such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities Additional Interest shall again be increased accrue pursuant to the foregoing provisions. For the avoidance of doubt, Additional Interest shall accrue for a Registration Default that occurs by reason of an Exchange Offer Blackout Period or a Shelf Blackout Period. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated Consummat- ed by the 360th 450th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 450th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Registra- tion Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th 450th day after the Closing Date (or if such 360th 450th day is not a Business Day, the succeeding Business Day) or (iii) any a Shelf Registration Statement is required by this Agreement is has been filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective effec- tive without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the 90-day period immediately following the occurrence of any Regis- tration Default (or combination of Registration Default Defaults) 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 all such increases in the aggregate exceed 1.00% per annum, and in no event shall such increase exceed 0.25% per annum in any 90-day period regardless of how many Registra- tion Defaults occur in such annual interest rate exceed 1.00%90-day period. Following the cure of all Registration Defaults relating relat- ing to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Trans- fer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultRe- stricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any Shelf Registration Statement required by this Agreement has not been filed with the Commission on or prior to the Shelf Filing Deadline, (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission (or become effective automatically) on or prior to the date specified for such effectiveness in Section 4(a) of this Agreement, (iii) the Exchange Offer has not been Consummated by the 360th day after the Closing Exchange Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Shelf Registration Statement required by this Agreement is filed and declared effective but, subject at any time prior to any Shelf Blackout Periodthe date which is two and one half years after the Closing date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate increase in such annual total interest rate payable exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration Default; provided, however, that, if after any such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities Additional Interest shall again be increased accrue pursuant to the foregoing provisions. For the avoidance of doubt, Additional Interest shall accrue for a Registration Default that occurs by reason of an Exchange Offer Blackout Period or a Shelf Blackout Period. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect prior to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th 620th day after the Closing Date (or if such 360th 620th day is not a Business Day, the next succeeding Business Day), (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the 30th day after the Shelf Filing Deadline (or if such 30th day is not a Business Day, the next succeeding Business Day) or (iii) at any time such Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as permitted in Section 5(b) hereof) without being succeeded promptly thereafter immediately by a post-effective post‑effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.250.50% per annum during the 90-day 90‑day period immediately following the occurrence of any Registration Default and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period90‑day period (any such increased interest, “Additional Interest”), but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. . (b) Notwithstanding anything to the foregoingcontrary in Section 5(a), for one or more periods of up to 60 days in the aggregate in any 12-month period (each a “Suspension Period”), a Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to any Registration Statement or the related Prospectus if (i) the amount of Additional Interest payable shall not increase because more than one such Registration Default has occurred solely as a result of (x) the filing of a post effective amendment to such Registration Statement to incorporate annual audited financial information or other information required by the Commission with respect to the Company where such post-effective amendment is not yet effective and is continuing needs to be declared effective to permit Holders to use the related Prospectus or (y) the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (including, for the avoidance of doubt, the existence of any material event with respect to the Company or any of its subsidiaries that would need to be described in such Registration Statement or the related Prospectus) and (ii) a Holder in the case of Transfer Restricted Securities who clause (y), the Company is not entitled proceeding promptly as reasonably practicable and in good faith to the benefits of the Shelf amend or supplement such Registration Statement shall not be entitled and related Prospectus to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Defaultdescribe such events.

Additional Interest. If (i) the Exchange Offer has Registration Statement required by Section 3(a) of this Agreement (A) is not filed with the Commission on or prior to the dates specified therein for such filing or (B) not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission on or prior to the date specified therein for such effectiveness, (ii) such Exchange Offer has not been Consummated within 30 Business Days after the effectiveness of the Exchange Offer Registration Statement, (iii) any Shelf Registration Statement required to be filed pursuant to Section 4(a)(ii) hereon has not been declared effective by the 360th day after Commission on or prior to the Closing Date (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) effectiveness therein or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective as required hereunder or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective posteffective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the sale of all Securities registered thereunder or as a result of a notice given in accordance with Section 6(d) below for a period not to exceed 60 days in any twelve-month period) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased additional interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding Anything herein to the foregoingcontrary notwithstanding, no Holder who (ix) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of was eligible to exchange such Holder’s outstanding Transfer Restricted Securities who is not entitled at the time that the Exchange Offer was pending and Consummated and (y) failed to validly tender such securities for exchange pursuant to the benefits of the Shelf Registration Statement Exchange Offer shall not be entitled to receive any Additional Interest with in respect to a Registration Default of such Transfer Restricted Security that pertains would otherwise accrue subsequent to the Shelf Registration Statement. The Additional Interest described in date the Exchange Offer is Consummated pursuant to this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default5.

Additional Interest. If (i) any of the Registration Statements required to be filed by the Company pursuant to this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall but thereafter cease ceases to be effective or usable in connection with resales or exchanges of Securities covered thereby during the periods specified in this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective except as permitted by Section 6(e) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.250.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.250.50% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.50% per annum (“Additional Interest”). All accrued Additional Interest will be paid by the aggregate increase in such annual Company and the Guarantors on each interest rate exceed 1.00%payment date. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect on or prior to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded as promptly thereafter as practicable by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a A Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest additional interest if it has failed to comply with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this its obligations under Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default4(b) above below.

Additional Interest. If Subject to the Issuers ability to declare Suspension Periods with respect to clause (iv) below, if (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 120 Business Days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being or fail to be usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 30 days; and provided, further, that in the case of clause (each iv) if such event referred to Registration Default occurs for a continuous period in clauses (i) through (iii), a “excess of 30 days of such Registration Default”, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company Issuers hereby agrees that the interest rate borne by the agree to pay to each holder of Transfer Restricted Securities shall be increased affected thereby additional interest (such increased interest, the “Additional Interest”) by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of the Transfer Restricted Securities outstanding 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 periodperiod during which such Registration Default continues, but in no event shall the aggregate increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall will cease to accrue from the date of such cure 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 Securities prior to the Registration DefaultSecurities; provided, however, that, if after any the date on which such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Securities due Security at the time such security ceases to be a Registration DefaultTransfer 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 has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company Company, the Parent and the Subsidiary Guarantors hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company Company, the Parent and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day consummated within 220 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 220th day is not a Business Day, the next succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, ); (ii) if required to be filed, the Shelf Registration Statement, if required hereby, has Statement is not been filed or and declared effective by on or prior to the Commission by the 360th 30th day after the Closing Date date on which such filing obligation arises (or if such 360th 30th day is not a Business Day, the next succeeding Business Day) ); or (iii) any Registration Statement registration statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii)) above, a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (“Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Interest shall be payable on the same dates and to the same persons that the Company makes other interest payments on the Initial Securities or the Exchange Securities, as applicable, until all Registration Defaults are corrected. Notwithstanding anything to the contrary in this Agreement, no Additional Interest shall be payable on any Transfer Restricted Security when such Transfer Restricted Security has ceased to be outstanding (as opposed to ceasing to be a Transfer Restricted Security). All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) unless the Exchange Offer has shall not been Consummated by the 360th day after the Closing Date with respect to be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to October 25, 2021, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 360th 120th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”)) then, with respect to the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum at and will increase by an additional 0.25% per annum on the end principal amount of Notes with respect to each subsequent 90-day period, but up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in no event shall cash on the aggregate increase in such annual interest rate exceed 1.00%relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesRegistrable Notes, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities Registrable Notes will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultRegistrable Notes; 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 Registrable Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security Registrable Note at the time such security ceases to be a Transfer Restricted Security Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing pending at any given time and (ii) a Holder of Transfer Restricted Securities who is Registrable Notes that has not entitled provided the information required pursuant to Section 4(b) hereof within the benefits of the Shelf Registration Statement time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day within 360 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Company Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum on the then Accreted Value of the Transfer Restricted Securities during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum on the then Accreted Value of the Transfer Restricted Securities at the end of each subsequent 90-day periodperiod (such increases, “Additional Interest”), but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Any amounts of Additional Interest due pursuant to this Section 5 shall be added to the Accreted Value of the Transfer Restricted Securities. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th 720th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 720th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th 720th day after the Closing Date (or if such 360th 720th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate increase in such annual interest rate exceed 1.00%. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (a) The following shall each constitute a "Registration Default": (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission, (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission, subject to any postponement by the Company in accordance with the proviso in Sections 2(a) hereof, (iii) at any time during a Window Period, the Shelf Registration Statement or Prospectus thereunder ceases to be effective or fails to be available, subject to Section 2(b)(i); provided, however, that a Registration Default shall be deemed to have occurred if the Company shall not have designated a new Scheduled Window Period pursuant to Section 2(b)(i) on or prior to the next Scheduled Window Period, such default to be deemed to occur on the commencement of such next Scheduled Window Period; or (iv) the Company fails to perform any of its obligations under Section 3(a) to file any amendment or supplement to the Shelf Registration Statement and related Prospectus by the date therein prescribed. (b) Upon the occurrence and during the continuation of a Registration Default, the Company shall be required to pay additional interest on the Securities ("Additional Interest") from and including the day following such Registration Default until (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Shelf Registration Statement is filed (or if such 360th day is not in the case of a Business Day, the succeeding Business DayRegistration Default occurring under clause (a)(i) unless the Exchange Offer is not permitted by applicable law or Commission policyabove), (ii) the Shelf Registration Statement, if required hereby, has not been filed or Statement is subsequently declared effective by (in the Commission by the 360th day after the Closing Date case of a Registration Default occurring under clause (or if such 360th day is not a Business Daya)(ii) above), the succeeding Business Day) or (iii) any the date the Shelf Registration Statement required by this Agreement is filed subsequently becomes effective or becomes useable (in the case of a Registration Default occurring under clause (a)(iii) above) and declared effective but, subject (iv) the date the Company cures any failure to any Shelf Blackout Period, perform its obligations under Section 3(a) (in the case of a Registration Default occurring under clauses (a)(iv) above). Additional Interest shall thereafter cease accrue at a rate per annum equal to be effective without being succeeded promptly thereafter by a postan additional one-effective amendment quarter of one percent (0.25%) of the principal amount of Securities to and including the 90th day following such Registration Statement that cures Default, and one-half of one percent (0.50%) thereof from and after the 91st day following such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees ; provided that the interest rate borne by the Transfer Restricted Securities shall be increased (in all events such increased interest, the “Additional Interest”) 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 the aggregate increase in such annual interest rate exceed 1.00%. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from after such Securities are no longer Restricted Securities. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (b) of this Section 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following the date of such cure 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 prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, . Such Additional Interest will accrue at the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors rates set forth in paragraph (b) of this Section 7 on the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the principal amount of the Securities. (d) Except as provided in Section 8(b) hereof, the Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described as set forth in this Section 5 is 7 shall be the sole and exclusive monetary remedy available to the Holders of the Transfer Restricted Registrable Securities due to a for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the applicable maximum amount of one-half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults exist.

Additional Interest. If (i) the Exchange Offer Registration Statement is not filed with the Commission within 270 days after the Closing Date, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to 365 days after the Closing Date (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 45 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyStatement, (iiiv) the Shelf Registration Statement, if required hereby, Statement has not been filed or declared effective by 150 days after any obligation to file the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) Shelf Registration Statement pursuant to this Agreement or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Company Issuer and the Guarantors hereby agrees that agree the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted Security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled anything to the benefits of contrary herein, the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default, so long as the Issuer and each of the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their respective obligations under this Agreement.

Additional Interest. If (i) the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the date that is 180 days after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the date that is 270 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated by the 360th day within 300 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 300th day is not a Business Day, the next succeeding Business Day) unless with respect to the Exchange Offer is not permitted by applicable law or Commission policyRegistration Statement, (iiiv) the Shelf Registration Statement, if required hereby, Statement is not filed within the Shelf Filing Deadline or has not been filed or declared effective by the Commission by on or prior to the 360th day after the Closing Date (or if date specified for such 360th day is not a Business Dayeffectiveness in this Agreement, the succeeding Business Day) or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective) (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such the Transfer Restricted Securities prior to the Registration DefaultSecurities; 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. In no event shall the Company be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding any other provisions of this Section 5, a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required to be filed by the Company pursuant to this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Date with respect to date on which the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) SEC or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall but thereafter cease ceases to be effective or usable in connection with resales or exchanges of Securities covered thereby during the periods specified in this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective except as permitted by Section 6(e) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the to pay additional interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during to each Holder of Transfer Restricted Securities, with respect to the first 90-day period immediately following the occurrence of any Registration Default in an amount equal to one-quarter of one percent (0.25%) per annum on the principal amount of Transfer Restricted Securities held by such Holder, and which shall increase by an additional one-quarter of one percent (0.25% %) per annum on the principal amount of Transfer Restricted Securities at the end of each subsequent 90-day periodperiod until all Registration Defaults have been cured, but in no event shall such Additional Interest exceed one-half of one percent (0.50%) per annum. All accrued Additional Interest will be paid by the aggregate increase in such annual Company on each interest rate exceed 1.00%payment date. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer any Registration Statement (or if such 360th day is not a Business DayDefault shall occur, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest.” (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been removed, (ii) the Exchange Offer has been effected (provided that this clause (ii) shall not cure a Registration Default if a Shelf Registration Statement is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act, unless subsequent to the date it was last declared effective it fails to remain effective or usable for the time period contemplated by Section 4(a) after taking into account all other periods during which such Shelf Registration Statement was effective. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities in accordance with this Section 5(b), Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; 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 for more than one Registration Default at any given time. (c) All Additional Interest accrued pursuant to this Section 5 shall be paid in the manner provided for in the Indenture. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph Section 5(a) that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer any Registration Statement (or if such 360th day is not a Business DayDefault shall occur, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company Issuers hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as “Additional Interest.” (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradeable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been removed (other than with respect to Persons that are Affiliates of the Company), (ii) the Exchange Offer has been Consummated (provided that this clause (ii) shall not cure a Registration Default if a Shelf Registration Statement is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities in accordance with this Section 5(b), Additional Interest shall will cease to accrue from the date of such cure 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 Securities prior to the Registration Defaultrate; 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 Additional Interest will again commence accruing on the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuers shall not be required to pay Additional Interest for more than one Registration Default at any given time. (c) All Additional Interest accrued pursuant to this Section 5 shall be paid in the manner provided for in the Indenture. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph Section 5(a) that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If Subject to the Issuers ability to declare Suspension Periods with respect to clause (iv) below, if (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being or fail to be usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 30 days; and provided, further, that in the case of clause (each iv) if such event referred to Registration Default occurs for a continuous period in clauses (i) through (iii), a “excess of 30 days of such Registration Default”, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company Issuers hereby agrees that the interest rate borne by the agree to pay to each holder of Transfer Restricted Securities shall be increased affected thereby additional interest (such increased interest, the “Additional Interest”) by in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of the Transfer Restricted Securities outstanding 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 periodperiod during which such Registration Default continues, but in no event shall the aggregate increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall will cease to accrue from the date of such cure 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 Securities prior to the Registration DefaultSecurities; provided, however, that, if after any the date on which such reduction in interest rateAdditional Interest ceases to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Securities due Security at the time such security ceases to be a Registration DefaultTransfer 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 Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 4(a), if applicable, (iii) the Exchange Offer has not been Consummated within 360 days, or longer, if required by the 360th day federal securities laws, after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable in connection with resales of Transfer Restricted Securities without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "BLACKOUT PERIOD") (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), the Company hereby agrees that Company, the Subsidiary Guarantors and the Parent Guarantor, jointly and severally, agree to pay additional interest rate borne by the ("ADDITIONAL INTEREST") to each Holder of Transfer Restricted Securities shall be increased (adversely affected by such increased interestRegistration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the “Additional Interest”) by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by 0.25% an additional $.05 per annum at the end week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company, the Subsidiary Guarantors and the Parent Guarantor in no event shall the aggregate increase in such annual same manner as interest rate exceed 1.00%is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest shall cease with respect to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will cease. (b) A Registration Default referred to in Section 5(a)(iv) shall be reduced deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne by Company where such Transfer Restricted Securities prior post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration DefaultStatement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that, that in any case if after any such reduction Blackout Period occurs for a continuous period in interest rateexcess of 30 days, a different Registration Default occurs, shall be deemed to have occurred on the interest rate borne by 31st day of such Blackout Period and Additional Interest shall be payable in accordance with the relevant Transfer Restricted Securities shall again be increased above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the foregoing provisionsrelated Prospectus usable; PROVIDED, FURTHER, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company Company, the Subsidiary Guarantors and the Guarantors Parent Guarantor set forth in the preceding paragraph this section 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 payment obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer Shelf Registration Statement is required by this Agreement but has not been Consummated declared effective by the 360th day after the Closing Date with respect Commission (or deemed automatically effective) on or prior to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyShelf Effectiveness Deadline, (ii) the Shelf Registration Statement, if Exchange Offer is required hereby, by this Agreement but has not been filed or declared effective by the Commission by the 360th day Consummated within 365 days after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the subsequent 90-day period, but in no event shall such increases in the aggregate increase in such annual interest rate exceed 1.00%0.50% per annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from Securities and (y) the date of such cure and that is two years after 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to additional interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the 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. Notwithstanding The Company shall deliver notice to the foregoing, (i) Trustee as promptly as practicable after a Registration Default occurs specifying the amount nature of the Registration Default and the date such Additional Interest payable will begin to accrue. The Company shall not increase because more than one also deliver a notice to the Trustee as promptly as practicable after a Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to been cured specifying the benefits of the Shelf Registration Statement shall not be entitled to date such Additional Interest with respect shall cease to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Defaultaccrue.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day before 271 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th the 270th day is not a Business Day, the next succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy), (ii) the Company and the Guarantors are obligated to file a Shelf Registration Statement, if required hereby, Statement pursuant to Section 4 hereof and the Shelf Registration Statement has not been filed or declared effective by the Commission by the 360th day before 121 days after the Closing Shelf Obligation Trigger Date (or if such 360th the 120th day is not a Business Day, the next succeeding Business Day) ), or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable in connection with the exchange or resale of Transfer Restricted Securities for the period specified in Section 3 or 4 of this Agreement, as applicable, without being succeeded reasonably promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 increases exceed 1.00% per annum (any such increase or, if applicable, the aggregate increase amount of such increases in such annual interest rate exceed 1.00%rate, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) unless the Exchange Offer has shall not been Consummated by the 360th day after the Closing Date with respect to be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been Consummated on or prior to January 25, 2022, (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 360th 120th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being immediately succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”)) then, with respect to the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the first 90-day period immediately following the occurrence of any such Registration Default and shall increase Default, the interest rate on the Registrable Notes will be increased by 0.25% per annum at and will increase by an additional 0.25% per annum on the end principal amount of Notes with respect to each subsequent 90-day period, but up to a maximum of additional interest of 0.50% per annum (“Additional Interest”). Any amounts of Additional Interest due pursuant to this Section 5 will be paid in no event shall cash on the aggregate increase in such annual interest rate exceed 1.00%relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesRegistrable Notes, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities Registrable Notes will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultRegistrable Notes; 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 Registrable Notes shall again be increased pursuant to the foregoing provisions. All The Company shall promptly notify the Trustee of any of its obligations under this Section 5 and all obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security Registrable Note at the time such security ceases to be a Transfer Restricted Security Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing pending at any given time and (ii) a Holder of Transfer Restricted Securities who is Registrable Notes that has not entitled provided the information required pursuant to Section 4(b) hereof within the benefits of the Shelf Registration Statement time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day following the Issue Date, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the 150th day following the Issue Date (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day after the Closing Date or a Shelf Registration Statement with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, Initial Securities has not been filed or declared effective by on or prior to the Commission by 180th day following the 360th day after the Closing Issue Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment or fail to such Registration Statement that cures such failure and that is itself immediately declared effective be usable for its intended purpose for more than 30 days (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the to pay additional interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by to each Holder in an amount equal to 0.25% per annum during of the 90-day aggregate principal amount of the Transfer Restricted 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 periodperiod during which such Registration Default continues, but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%0.50% per annum. Following the cure of all the Registration Defaults Default relating to any particular Transfer Restricted Securities, the Additional Interest shall will cease to accrue from the date of such cure 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 Securities prior to the Registration DefaultSecurities; provided, however, that, if after any the date such reduction in interest rateAdditional Interest cease to accrue, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall Additional Interest may again be increased commence accruing pursuant to the foregoing provisions. All obligations of the Company and the Subsidiary 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer Registration Statement is not filed with the Commission within 365 days after November 10, 2012, (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to November 10, 2013 (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 45 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyStatement, (iiiv) the Shelf Registration Statement, if required hereby, Statement has not been filed or declared effective by 150 days after any obligation to file the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) Shelf Registration Statement pursuant to this Agreement or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Company Issuer and the Guarantors hereby agrees that agree the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security Transfer Restricted Security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled anything to the benefits of contrary herein, the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest increased interest rate described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default, so long as the Issuer and each of the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their respective obligations under this Agreement.

Additional Interest. (a) If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, Default shall thereafter cease to be effective without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”)occur, the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Such additional interest to be paid pursuant to a Registration Default as set forth in this Section 5 is herein referred to as "Additional Interest." (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are freely tradable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the Securities Act and the restrictive legend on the Initial Securities has been removed, (ii) the Exchange Offer has been effected (provided that this clause (ii) shall not cure a Registration Default if a Shelf Registration Statement is required to be filed pursuant to clause (i), (iii) or (iv) of the first paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act, unless subsequent to the date it was last declared effective it fails to remain effective or usable for the time period contemplated by Section 4(a) after taking into account all other periods during which such Shelf Registration Statement was effective. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities in accordance with this Section 5(b), Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; 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 Company shall not be required to pay Additional Interest for more than one Registration Default at any given time. (c) All Additional Interest accrued pursuant to this Section 5 shall be paid in the manner provided for in the Indenture. All Additional Interest shall be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. All obligations of the Company and the Guarantors Guarantor set forth in the preceding paragraph Section 5(a) that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 business days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”"), the Company and the Guarantors hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 each subsequent 90-day period, but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum (the "Additional Interest"). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease Interest, payable with respect to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration Defaultcease; provided, however, that, if after any such reduction in interest rateAdditional Interest has ceased, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer Registration Statement has not been Consummated by the 360th day filed within 365 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyDate, (ii) the Shelf Registration Statement, if required herebyby this Agreement, has is not been filed or declared effective by with the Commission by on or prior to the 360th day after the Closing Date (or if date specified for such 360th day is not a Business Dayfiling in this Agreement, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that Issuers shall pay liquidated damages in the form of additional interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by in cash to each Holder of Transfer Restricted Securities in an amount equal to 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and Default, which rate shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

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 (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated by the 360th day after the Closing Consummation Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject at any time prior to any Shelf Blackout Periodthe date which is two and one-half years after the Closing Date (or such earlier date when all the Transfer Restricted Securities covered by such Registration Statement have been sold pursuant to such Registration Statement), shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective, in each case, other than as a result of the occurrence and continuance of a Permitted Exchange Offer Blackout Period or Permitted Shelf Blackout Period, as applicable (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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, in the aggregate increase in (such annual interest rate exceed 1.00%increases, the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any Registration Statement required by this Agreement has not been filed and declared effective by the SEC (or become automatically effective) on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company and the Co-Issuer hereby agrees agree that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum (such increased interest, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from (y) the date of on which such cure Transfer Restricted Security ceases to be a Transfer Restricted Security and (z) the date that is two years after 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. Any amounts of Additional Interest due pursuant to Section 5 will be payable in cash on the regular Interest Payment Dates with respect to the Transfer Restricted Securities and, if applicable, the Exchange Securities. All obligations of the Company Company, the Co-Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date speci- fied for such effectiveness in this Agreement, (ii) an Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the subsequent 90-day period, but in no event shall such increase in the aggregate increase exceed 0.75% per annum (any such increase, “Additional Interest”); provided, that for the avoidance of doubt in such annual the case of clause (ii) above, only the interest rate exceed 1.00%borne by Transfer Restricted Securities that are the subject of the Exchange Offer that was not so Consummated shall be increased. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the date that is 30 days after the Closing Date (or if such 30th day is not a Business Day, the next succeeding Business Day), (ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the date that is 120 days after the Closing Date (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated by the 360th day within 150 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 150th day is not a Business Day, the next succeeding Business Day) unless with respect to the Exchange Offer is not permitted by applicable law or Commission policyRegistration Statement, (iiiv) the Shelf Registration Statement, if required hereby, Statement is not filed within the Shelf Filing Deadline or has not been filed or declared effective by the Commission by on or prior to the 360th day after the Closing Date (or if date specified for such 360th day is not a Business Dayeffectiveness in this Agreement, the succeeding Business Day) or (iiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective effective) (each such event referred to in clauses (i) through (iiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesDefaults, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such the Transfer Restricted Securities prior to the Registration DefaultSecurities; 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. In no event shall the Company be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding any other provisions of this Section 5, a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the Exchange Offer has applicable Registration Statement is not been Consummated by filed with the 360th day after the Closing Date with respect SEC on or prior to the Exchange Offer Registration Statement (or if date specified herein for such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyfiling, (ii) the Shelf applicable Registration Statement, if required hereby, Statement has not been filed or declared effective by the Commission by SEC on or prior to the 360th day date specified herein for such effectiveness after the Closing Date (or if such 360th day is not a Business Dayobligation arises, the succeeding Business Day) or (iii) any if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being succeeded promptly thereafter immediately by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities shall be increased will increase (such increased interest"ADDITIONAL INTEREST"), with respect to the “Additional Interest”) by 0.25% per annum during 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 such Registration Default has been cured, but in no event shall the aggregate increase in such annual interest rate exceed 1.00%up to a maximum amount of 1.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating the interest rate will revert to any particular the original rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which the Transfer Restricted Securities are issued) immediately upon the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Securities by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Securities, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall cease be deemed to accrue from and including the date applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of such cure and the interest rate borne by the relevant Transfer Restricted Securities damages that will be reduced to the original interest rate borne suffered by such Transfer Restricted Securities prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder holders of Transfer Restricted Securities who is not entitled to the benefits by reason of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders happening of the Transfer Restricted Securities due to a any Registration Default.

Additional Interest. If (i) the Exchange Offer any Registration Statements required by this Agreement has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if become automatically effective) on or prior to the date specified for such 360th day is not a Business Day, the succeeding Business Day) effectiveness in this Agreement or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose in breach of the terms of this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities Second Lien Notes and the dividend rate borne by the Preferred Shares shall be increased (such increased interest, the “Additional Interest”) 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 90-90 day period, but in no event shall the aggregate such increase exceed 0.75% per annum (any such increase in such annual interest rate exceed 1.00%or dividend rate, “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Registrable Securities and (y) the date on which the affected Registrable Securities cease to be Registrable Securities, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will Second Lien Notes and the dividend rate borne by the Preferred Shares will, to the extent increased hereunder, be reduced to the original interest rate borne by such Transfer Restricted Securities prior the Second Lien Notes and the Preferred Shares, respectively, and the accrual of Additional Interest will cease with respect to the Registration DefaultSecond Lien Notes and the Preferred Shares; provided, however, thatthat if, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate or dividend rate, as the case may be, borne by the relevant Transfer Restricted Registrable Securities shall again be increased pursuant to the foregoing provisions. All accrued Additional Interest will be paid by the Company on each interest payment date to the applicable Holders in the same manner as interest is paid, with respect to the Second Lien Notes and the applicable dividend date, with respect to the Preferred Shares. Notwithstanding the foregoing, the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending. All obligations of the Company and the Guarantors set forth in the preceding paragraph this Section 9.17 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (a) The parties hereto agree that the holders of Transfer Restricted Securities will suffer damages if the Issuers fail to fulfill their obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) the Exchange Offer has applicable Registration Statement is not been Consummated by filed with the 360th day after the Closing Date with respect SEC on or prior to the Exchange Offer Registration Statement (or if date specified herein for such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyfiling, (ii) the Shelf applicable Registration Statement, if required hereby, Statement has not been filed or declared effective by the Commission by SEC on or prior to the 360th day date specified herein for such effectiveness after the Closing Date (or if such 360th day is not a Business Dayobligation arises, the succeeding Business Day) or (iii) any if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective without being succeeded promptly thereafter immediately by a post-effective amendment to such any additional Registration Statement that cures such failure covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”"REGISTRATION DEFAULT"), the Company hereby agrees that then the interest rate borne by the on Transfer Restricted Securities shall be increased will increase (such increased interest"ADDITIONAL INTEREST"), with respect to the “Additional Interest”) by 0.25% per annum during 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 such Registration Default has been cured, but in no event shall the aggregate increase in such annual interest rate exceed 1.00%up to a maximum amount of 1.50% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease and upon the cure of all Registration Defaults relating the interest rate will revert to any particular the original rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which the Transfer Restricted Securities are issued) immediately upon the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Securities by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Securities, in trust, for the benefit of the holders thereof, prior to l1:00 a.m. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall cease be deemed to accrue from and including the date applicable Registration Default. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of such cure and the interest rate borne by the relevant Transfer Restricted Securities damages that will be reduced to the original interest rate borne suffered by such Transfer Restricted Securities prior to the Registration Default; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder holders of Transfer Restricted Securities who is not entitled to the benefits by reason of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders happening of the Transfer Restricted Securities due to a any Registration Default.

Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 365 days after the Issue Date (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 365 days after the obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following Immediately upon the earliest of (y) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from Securities and (z) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of such cure and the Company without further registration under the Securities Act, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultSecurities; 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. Any additional interest will be payable in the same form of payment selected by the Issuer per the terms of the Indenture for the payment of interest with respect to the applicable interest period. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (ii) Additional Interest shall be payable for Registration Defaults related to a failure of the Company to obtain a Shelf Registration Statement by the Shelf Registration Statement Effectiveness Target Date only to those Holders who sought to have their notes registered pursuant to the first paragraph of Section 4(a) hereof. All obligations of the Company and the Guarantors set forth in the preceding first paragraph of this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day after within 310 days of the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%0.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or to be usable in connection with resales of Transfer Restricted Notes without being succeeded promptly thereafter within two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the additional cash interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) shall accrue to each Holder of the Transfer Restricted Notes adversely affected by 0.25% per annum the Registration Default from and during the 90-day period immediately following continuance of the occurrence of any Registration Default and shall in an amount equal to $.05 per week per $1,000 of the principal amount at maturity of Transfer Restricted Notes held by such Holder. The amount of Additional Interest will increase by 0.25% an additional $.05 per annum week per $1,000 of the principal amount at maturity of Transfer Restricted Notes with respect to any period in which the end Registration Default has continued for more than 90 days until all Registration Defaults have been cured, up to a maximum amount of each subsequent 90-day period, but Additional Interest for all Registration Defaults of $.50 per week per $1,000 of the principal amount of Transfer Restricted Notes. All accrued Additional Interest shall be paid to Holders by the Issuers in no event shall the aggregate increase same manner as interest is paid under the Notes (assuming that the Notes have reached the Full Accretion Date (as defined in such annual interest rate exceed 1.00%the Indenture)). Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes, the accrual of Additional Interest shall cease with respect to accrue from the date of such cure 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 prior to the Registration Default; 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 provisionsNotes will cease. All obligations of the Company and the Guarantors Issuers set forth in the preceding paragraph that have accrued and are outstanding with respect to any Transfer Restricted Security Note at the time such security ceases to be a Transfer Restricted Security Note shall survive until such time as all such obligations with respect to such security Transfer Restricted Note shall have been satisfied in full. Notwithstanding . (b) The Issuers shall notify the foregoing, (i) the amount Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest payable is required to be paid. Additional Interest shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to paid by depositing Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described Trustee, in this Section 5 is trust, for the sole and exclusive remedy available to benefit of the Holders of the Transfer Restricted Securities Notes, on or before the applicable Interest Payment Date (as defined in the Notes) (whether or not any payment other than Additional Interest is payable on such Notes), in immediately available funds in sums sufficient to pay the Additional Interest then due to a such Holders. Each obligation to pay Additional Interest shall be deemed to accrue from the applicable date of the occurrence of the Registration Default.

Additional Interest. If any of the Initial Notes are not Freely Tradable by the Expected Freely Tradable Date and either (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect on or prior to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyDate, (ii) the Shelf Registration StatementStatement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, if required hereby, (iii) any of such Registration Statements has not been filed or declared effective by the Commission by on or prior to the 360th day after date specified for such effectiveness in this Agreement (the Closing Date (or if such 360th day is not a Business Day“Effectiveness Target Date”), the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities held by each Holder shall be increased (such increased interest, the “Additional Interest”) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following At the earlier of (i) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesSecurities or (ii) the Transfer Restricted Securities having become Freely Tradable, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated Company and the Guarantors fail to file with the Commission any of the Registration Statements required by the 360th day after the Closing Date with respect this Agreement on or prior to the Exchange Offer Registration Statement (or if date specified for such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policyfiling in this Agreement, (ii) the any Shelf Registration Statement, if Statement required hereby, by this Agreement has not been filed or declared effective by the Commission by on or prior to the 360th day after date specified for such effectiveness in this Agreement, (iii) the Closing Date (or if such 360th day is not a Business DayCompany and the Guarantors fail to Consummate the Exchange Offer within 180 days of the March 27, the succeeding Business Day) 2012 or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, shall but thereafter cease ceases to be effective or usable in connection with resales or exchanges, as applicable, of Transfer Restricted Securities during the periods required under this Agreement without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), as liquidated damages for such Registration Default, the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) by 0.25% per annum during the first 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 increases, “Additional Interest”), but in no event shall the aggregate increase in such annual interest rate increases exceed 1.00%% per annum in the aggregate. Following Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record of Transfer Restricted Securities on the relevant regular record date. As of the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities and (y) the particular Transfer Restricted Securities having ceased to be Transfer Restricted Securities, the accrual of Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Interest will accrue and be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may exist at such time. The accrual of Additional Interest shall be the sole and exclusive remedy available to the Holders of Transfer Restricted Securities for any Registration Default, and a Registration Default shall not constitute a default under the Indenture. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (Consummated, or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required herebyrequired, has is not been filed or declared effective by the Commission by the 360th day effective, in each case, within 210 days after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter within three Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Company and the Guarantors hereby agrees that the interest rate borne by the jointly and severally agree to pay to each Holder of Transfer Restricted Securities shall be increased affected thereby additional interest (such increased interest, the “Additional Interest”) by in an amount equal to one quarter of one percent (0.25% %) per annum on the principal amounts of the Transfer Restricted Securities held by such Holder during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional one quarter of one percent (0.25% %) 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 the aggregate such increase in such annual interest rate exceed 1.00%% per annum. All accrued Additional Interest will be paid by the Company and the Guarantors on each Additional Interest Payment Date. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the Additional Interest shall cease payable with respect to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will be reduced to as a result of the original interest rate borne by such Transfer Restricted Securities prior to the Registration Defaultprovisions of this paragraph shall cease; provided, however, that, if after any such reduction in interest rateAdditional Interest has ceased, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities Additional Interest shall again be increased payable pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any Shelf Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 the subsequent 90-day period, but in no event shall such increase in the aggregate increase in exceed 0.75% per annum (any such annual interest rate exceed 1.00%increase, “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of additional interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the 360th day within 30 Business Days after the Closing Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased (such increased interest, the “Additional Interest”) 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 in the aggregate increase in such annual interest rate exceed 1.00%% per annum (any such increase, “Additional Interest”); provided, that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest shall cease to accrue from the date of such cure 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 prior to the Registration DefaultSecurities; 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. A Registration Default shall be deemed not to have occurred or be continuing in relation to a Shelf Registration Statement or the related Prospectus if (i) such Registration Default has occurred as a result of a material event or events relating to the Company or the Guarantors that the Company has determined in good faith and based on the advice of counsel would need to be disclosed in such Shelf Registration Statement or the related Prospectus and the Company determines in good faith that such disclosure would materially adversely affect it (or a proposed transaction it is seeking to engage in) and (ii) the Company has provided, or caused to be provided, written notice to the Holders that such an event or events have occurred and that a Registration Default would have occurred but for the provisions of this Section 5; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with this Section 5 from and including the 31st day after such Registration Default originally occurred. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Additional Interest shall be the only remedy available to holders of Notes for any Registration Default. All obligations of the 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. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is shall not permitted by be permissible under applicable law or Commission policy, (ii) the Shelf Exchange Offer Registration Statement, if required hereby, Statement has not become or been filed or declared effective by the Commission by on or prior to the 360th 240th day after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day), (ii) in the event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective by the Commission on or prior to the 150th day after the Shelf Filing Deadline (or if such 150th day is not a Business Day, the next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 270 days after the Closing Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities Notes shall be increased (such increased interest, the “Additional Interest”) 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 increases, “Additional Interest”), but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Any amounts of Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant regular record dates. Following the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultNotes; 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 Notes shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security Note at the time such security ceases to be a Transfer Restricted Security Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing pending at any given time and (ii) a Holder of Transfer Restricted Securities who is Notes that has not entitled provided the information required pursuant to Section 4(b) hereof within the benefits of the Shelf Registration Statement time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the relevant Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. (a) 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 Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (iii) the Exchange Offer has not been Consummated by the 360th day within 210 days after the Closing Date Date, or longer if required by applicable U.S. Federal and state securities laws, with respect to the Exchange Offer Registration Statement (or if such 360th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the succeeding Business Day) or (iiiiv) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or fail to be usable in connection with resales of Transfer Restricted Securities without being succeeded promptly thereafter immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default”"), the Company hereby agrees that and the Guarantors jointly and severally agree to pay additional interest rate borne by the ("Additional Interest") to each Holder of Transfer Restricted Securities shall be increased (adversely affected by such increased interestRegistration Default, the “Additional Interest”) by in an amount equal to 0.25% per annum during year of the principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of any such Registration Default and Default. The amount of Additional Interest shall increase by an additional 0.25% per annum at year of the end principal amount of Transfer Restricted Securities with respect to each subsequent 90-day periodperiod (or portion thereof) until all Registration Defaults have been cured, but up to a maximum amount of Additional Interest of 1.00% of the principal amount of Transfer Restricted Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the Guarantors in no event shall the aggregate increase in such annual same manner as interest rate exceed 1.00%is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest shall cease with respect to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities will cease. (b) A Registration Default referred to in Section 5(a)(iv) shall be reduced deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the original interest rate borne by Company where such Transfer Restricted Securities prior post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration DefaultStatement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that, that in any case if after any such reduction in interest rate, a different Registration Default Blackout Period occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest described in this Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration Default.

Additional Interest. If (i) the Exchange Offer has not been Consummated by the 360th day within 365 days after the Closing Date with respect to the Exchange Offer Registration Statement (or if such 360th 365th day is not a Business Day, the succeeding Business Day) unless the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Shelf Registration Statement, if required hereby, has not been filed or declared effective by the Commission by the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day) or a Shelf Registration Statement has not been filed by the Shelf Filing Deadline or (iiiii) any Registration Statement required by this Agreement is filed and declared effective but, subject to any Shelf Blackout Period, but shall thereafter cease to be effective or, in the case of any Shelf Registration Statement, fail to be usable for its intended purpose during the Effectiveness Period (except as specifically permitted herein, including with respect to any Shelf Suspension Period as provided in Section 4(a) hereof or because of the sale of all Transfer Restricted Notes under such Registration Statement) without being succeeded promptly thereafter by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately promptly declared effective (each such event referred to in clauses (i) through and (iiiii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities Notes shall be increased (such increased interest, the “Additional Interest”) 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 for each subsequent 90-day period, but in no event shall the aggregate such increase in such annual interest rate exceed 1.00%% per annum. Following the earlier of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted SecuritiesNotes and (y) the day on which there are no outstanding Transfer Restricted Notes, Additional Interest shall cease to accrue from the date of such cure and the interest rate borne by the relevant Transfer Restricted Securities Notes will be reduced to the original interest rate borne by such Transfer Restricted Securities prior to the Registration DefaultNotes; 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 Notes shall again be increased pursuant to the foregoing provisions. All obligations of Additional Interest shall be payable at the Company and the Guarantors set forth same times, in the preceding paragraph that are outstanding with respect same manner, and to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time same persons as all such obligations with respect to such security shall have been satisfied in fullordinary interest on the Initial Notes. Notwithstanding the foregoing, (i) the amount of Additional Interest additional interest payable shall not increase because more than one Registration Default has occurred and is continuing pending and (ii) a Holder of Transfer Restricted Securities who Notes that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest additional interest with respect to a Registration Default that pertains to the such Shelf Registration Statement. The Additional Interest described in this Section 5 Statement following the time such Holder is the sole and exclusive remedy available no longer entitled to the Holders benefits of such Shelf Registration Statement (e.g., such time as the Transfer Restricted Securities due Holder elects not to a Registration Defaultinclude information or following the deadline to timely deliver information to the Company pursuant to Section 4(b) hereof).