Common use of Registration Defaults and Additional Interest Clause in Contracts

Registration Defaults and Additional Interest. If (a) on or prior to the 150th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) on or prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (f) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or Exchange Notes in accordance with and during the periods specified in this Agreement (other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to in clauses (a) through (f), (a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. During the continuation of a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior to the 150th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has not been filedfiled with the Commission by the 210th calendar day after the Closing Date, (b) on or prior to the 30th day after such filing obligation arises (or, if laterExchange Date, the 150th day following the Closing Date), the Shelf Registration Statement Registered Exchange Offer has not been filedconsummated, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (orStatement, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, or (ed) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor after the Shelf Registration Statement has been declared effective, or (f) after the Shelf Exchange Offer Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales or exchanges of Securities or Exchange Notes Securities in accordance with and during the periods specified in this Agreement (other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to in clauses (a) through (fd), (a “Registration Default”), interest (“Additional Interest”) will accrue accrue, and be paid as liquidated damages, on the principal amount of the Securities and the Exchange Notes Securities that are not Freely Tradable (“Restricted Securities”) (in addition to the stated interest on the Securities and Exchange Notessuch Restricted Securities) from and including the date on which any such Registration Default shall occur to but excluding the date that is the earlier of (i) the date on which all Registration Defaults have been curedcured or (ii) the date such Restricted Securities become Freely Tradable. During the continuation of a Registration Default, Additional Interest will accrue at a rate of 0.500.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.500.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.501.00% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.500.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior to the 150th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Exchange Date, the Registered Exchange Offer Registration Statement has not been filedconsummated, (b) on or prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (orStatement, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, or (ec) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor after the Shelf Registration Statement has been declared effective, or (f) after the Shelf Exchange Offer Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales or exchanges of Securities or Exchange Notes Securities in accordance with and during the periods specified in this Agreement (other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to in clauses (a) through (fc), (a “Registration Default”), interest (“Additional Interest”) will accrue accrue, and be paid as liquidated damages, on the principal amount of the Registrable Securities and the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notessuch Registrable Securities) from and including the date on which any such Registration Default shall occur to but excluding the date that is the earlier of (i) the date on which all Registration Defaults have been curedcured or (ii) the date such Securities cease to be Registrable Securities. During the continuation of a Registration Default, Additional Interest will accrue at a rate of 0.500.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.500.25% per annum at the end of with respect to each subsequent 90-day period, but in no event shall such rate exceed 1.501.00% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.500.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors Guarantor set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the 150th day Holders of the Series of Securities affected thereby in accordance with Section 7(b): (or, if such day is not a Business Day, the next succeeding Business Dayi) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) filed with the Commission on or prior to the 30th day after Registered Exchange Offer Filing Deadline; (ii) neither the Registered Exchange Offer with respect to such filing obligation arises (or, if later, series of Securities has been completed by the 150th day following the Closing Date), Registered Exchange Offer Completion Deadline nor the Shelf Registration Statement with respect to such series of Securities has not been filed, (c) become effective on or prior to the 270th day Shelf Registration Effectiveness Deadline; (or, if such day is not a Business Day, the next succeeding Business Dayiii) following the Closing Date the Exchange Offer Registration Statement with respect to such series of Securities has not been declared effective, (d) on become effective but thereafter ceases to be effective or usable prior to the 75th day after the filing consummation of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor with respect to such series of Securities unless such ineffectiveness is cured on or prior the Shelf Registration Statement has been declared effective, or Registered Exchange Offer Effectiveness Deadline; or (fiv) after the Shelf Registration Statement has been declared become effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 120 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthe Registration Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the series of Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities. During Accrued Additional Interest, if any, shall be paid in cash in arrears semiannually on June 15 and December 15 in each year; and the continuation amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such Exchange Security to the Holder thereof on the related record date. Any Additional Interest payable by the Company shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to Holders with respect to a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the Holders of the Securities affected thereby in accordance with Section 7(b): (i) neither the Registered Exchange Offer with respect to the Securities has been completed by the Registered Exchange Offer Completion Deadline nor the Shelf Registration Statement with respect to the Securities has become effective on or prior to the 150th day Shelf Registration Effectiveness Deadline; (or, if such day is not a Business Day, the next succeeding Business Dayii) following the Closing Date, the Exchange Offer Registration Statement with respect to the Securities has not been filed, (b) on become effective but thereafter ceases to be effective or usable prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing consummation of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor with respect to the Shelf Registration Statement has been declared effective, Securities unless such ineffectiveness is cured on or prior the Registered Exchange Offer Effectiveness Deadline; or (fiii) after the Shelf Registration Statement has been declared become effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 120 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthis Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities. During Accrued Additional Interest, if any, shall be paid in cash in arrears semiannually on May 21 and November 21 in each year; and the continuation amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such Exchange Security to the Holder thereof on the related record date. Any Additional Interest payable by the Company shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to Holders with respect to a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the Holders of the Securities affected thereby in accordance with Section 7(b): (i) neither the Registered Exchange Offer with respect to the Securities has been completed by the Registered Exchange Offer Completion Deadline nor the Shelf Registration Statement with respect to the Securities has become effective on or prior to the 150th day Shelf Registration Effectiveness Deadline; (or, if such day is not a Business Day, the next succeeding Business Dayii) following the Closing Date, the Exchange Offer Registration Statement with respect to the of Securities has not been filed, (b) on become effective but thereafter ceases to be effective or usable prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing consummation of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor with respect to the Shelf Registration Statement has been declared effective, Securities unless such ineffectiveness is cured on or prior the Registered Exchange Offer Effectiveness Deadline; or (fiii) after the Shelf Registration Statement has been declared become effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 120 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthe Registration Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities. During Accrued Additional Interest, if any, shall be paid in cash in arrears semiannually on March 15 and September 15 in each year; and the continuation amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such Exchange Security to the Holder thereof on the related record date. Any Additional Interest payable by the Company shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to Holders with respect to a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the 150th day Holders of the Series of Securities affected thereby in accordance with Section 7(b): (or, if such day is not a Business Day, the next succeeding Business Dayi) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) filed with the Commission on or prior to the 30th day after such filing obligation arises (or, if later, the 150th 90th day following the Closing Date), date of the Shelf Registration Statement has not been filed, original issuance of such Securities; (cii) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) effective on or prior to the 75th 180th day after following the filing date of a the original issuance of such Securities; (iii) neither the Registered Exchange Offer with respect to such series of Securities has been completed nor the Shelf Registration Statement (or, if later, the 270th day following the Closing Date) with respect to such Shelf Registration Statement series of Securities has not been declared effective, (e) become effective on or prior to the 30th Business Day 225th day following the date of the original issuance of such Securities; (iv) the Exchange Offer Registration Statement is first declared effective, neither with respect to such series of Securities has become effective but ceases to be effective or usable prior to the consummation of the Registered Exchange Offer has been consummated nor with respect to such series of Securities unless such ineffectiveness is cured within the Shelf Registration Statement has been declared effective, or 180 day period described above; or (fv) after the Shelf Registration Statement has been declared become effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 90 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthe Registration Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the series of Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. During the continuation of a Registration Default, Additional Interest will accrue at a rate per annum equal to 0.25% of 0.50the principal amount of the Securities; provided, however, that such rate per annum shall increase by 0.25% per annum during from and including the 90-91st day period immediately following after the occurrence of first such Registration Default unless and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of until all Registration Defaults then have been cured. Accrued Additional Interest, if any, shall be paid in effect, there is a subsequent Registration Default, cash in arrears semiannually on March 1 and September 1 in each year; and the rate amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such subsequent Registration Default shall initially be 0.50% regardless of Exchange Security to the rate in effect with respect to any prior Registration Default at Holder thereof on the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in fullrelated record date.

Registration Defaults and Additional Interest. If the Securities are not Freely Tradable by the Exchange Date and either (a) on or prior to the 150th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) on or prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (orStatement, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (eb) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effectiveDate, neither the Registered Exchange Offer has not been consummated nor the Shelf Registration Statement has been declared effectiveconsummated, or (fc) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or Exchange Notes in accordance with and during the periods specified in this Agreement (other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to in clauses (a) through (fc), (a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date that is the earlier of (i) the date on which all Registration Defaults have been curedcured or (ii) the date such Securities become Freely Tradable. During the continuation of a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the 150th day Holders of the Series of Securities affected thereby in accordance with Section 7(b): (or, if such day is not a Business Day, the next succeeding Business Dayi) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) filed with the Commission on or prior to the 30th day after Registered Exchange Offer Filing Deadline; (ii) neither the Registered Exchange Offer with respect to such filing obligation arises (or, if later, series of Securities has been completed by the 150th day following the Closing Date), Registered Exchange Offer Completion Deadline nor the Shelf Registration Statement with respect to such series of Securities has not been filed, (c) become effective on or prior to the 270th day Shelf Registration Effectiveness Deadline; (or, if such day is not a Business Day, the next succeeding Business Dayiii) following the Closing Date the Exchange Offer Registration Statement with respect to such series of Securities has not been declared effective, (d) on become effective but thereafter ceases to be effective or usable prior to the 75th day after the filing consummation of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor with respect to such series of Securities unless such ineffectiveness is cured on or prior the Shelf Registration Statement has been declared effective, or Registered Exchange Offer Effectiveness Deadline; or (fiv) after the Shelf Registration Statement has been declared become effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 120 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthe Registration Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the series of Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities. During Accrued Additional Interest, if any, shall be paid in cash in arrears semiannually on June 1 and December 1 in each year; and the continuation amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such Exchange Security to the Holder thereof on the related record date. Any Additional Interest payable by the Company shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to Holders with respect to a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the 150th day Holders of the Series of Securities affected thereby in accordance with Section 7(b): (or, if such day is not a Business Day, the next succeeding Business Dayi) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) filed with the Commission on or prior to the 30th day after such filing obligation arises (or, if later, the 150th 90th day following the Closing Date), date of the Shelf Registration Statement has not been filed, original issuance of such Securities; (cii) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) effective on or prior to the 75th 180th day after following the filing date of a the original issuance of such Securities; (iii) neither the Registered Exchange Offer with respect to such series of Securities has been completed nor the Shelf Registration Statement (or, if later, the 270th day following the Closing Date) with respect to such Shelf Registration Statement series of Securities has not been declared effective, (e) become effective on or prior to the 30th Business Day 225th day following the date of the original issuance of such Securities; (iv) the Exchange Offer Registration Statement is first declared effective, neither with respect to such series of Securities has become effective but ceases to be effective or usable prior to the consummation of the Registered Exchange Offer has been consummated nor with respect to such series of Securities unless such ineffectiveness is cured within the Shelf Registration Statement has been declared effective, or 180 day period described above; or (fv) after the Shelf Registration Statement has been declared become effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 90 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthe Registration Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the series of Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. During the continuation of a Registration Default, Additional Interest will accrue at a rate per annum equal to 0.25% of 0.50the principal amount of the Securities; provided, however, that such rate per annum shall increase by 0.25% per annum during from and including the 90-91st day period immediately following after the occurrence of first such Registration Default unless and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of until all Registration Defaults then have been cured. Accrued Additional Interest, if any, shall be paid in effect, there is a subsequent Registration Default, cash in arrears semiannually on March 15 and September 15 in each year; and the rate amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. Any accrued and unpaid interest (including Additional Interest) on any of the Securities shall, upon the issuance of an Exchange Security in exchange therefore cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such subsequent Registration Default shall initially be 0.50% regardless of Exchange Security to the rate in effect with respect to any prior Registration Default at Holder thereof on the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in fullrelated record date.

Registration Defaults and Additional Interest. If (a) on or prior to the 150th 90th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) on or prior to the 30th day later of (i) 300 calendar days after the Closing Date and (ii) 30 days after such filing obligation arises (or, if later, the 150th day following the Closing Date)arises, the Shelf Registration Statement has not been fileddeclared effective under the Act by the Commission, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th 45th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (fe) after the Shelf Registration Statement or the Exchange Offer Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales or exchanges of Securities or Exchange Notes in accordance with and during the periods specified in this Agreement (other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to in clauses (a) through (fe), (a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the Exchange Notes (in addition to the stated interest on the Securities and Exchange NotesSecurities) from and including the date on which any such Registration Default shall occur to but excluding the date immediately preceding the date on which all Registration Defaults have been cured. During the continuation of a any Registration Default, Additional Interest will accrue at a rate of 0.50% one-quarter of one percent (0.25%) per annum on the principal amount of Securities during the 90-day period immediately following the occurrence of such the first Registration Default and shall increase by 0.50% a rate of one-quarter of one percent (0.25%) per annum on the principal amount of Securities at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% one percent (1.00%) per annumannum on the principal amount of Securities. If, after Following the cure of all Registration Defaults then in effecteffect relating to any particular Securities, there is a subsequent Registration Default, the Additional Interest accruing on such Securities shall cease to accrue and the rate of interest accruing on such Securities shall be reduced to the original rate of interest accruing on such Securities prior to the occurrence of the initial Registration Default; provided, however, that if, following such reduction in the rate of interest accruing on such Securities, any subsequent Registration Default occurs, Additional Interest for shall begin to accrue on such subsequent Registration Default in accordance with the foregoing provisions. In no event shall initially the Company be 0.50% regardless obligated to pay Additional Interest for Registration Defaults under more than one of the rate in effect with respect to clauses of this Section 8 at any prior Registration Default at the time of cure of such Registration Defaultone time. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior If any of the following events (each a “Registration Default”) shall occur, then the Company shall pay certain additional interest (“Additional Interest”) to the 150th day Holders of the Securities affected thereby in accordance with Section 7(b): (or, if such day is not a Business Day, the next succeeding Business Dayi) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) filed with the Commission on or prior to the 30th day after such filing obligation arises Registered Exchange Offer Filing Deadline; (or, if later, ii) neither the 150th day following Registered Exchange Offer with respect to the Closing Date), Securities has been completed by the Registered Exchange Offer Completion Deadline nor the Shelf Registration Statement with respect the Securities has not been filed, (c) become effective on or prior to the 270th day Shelf Registration Effectiveness Deadline; (or, if such day is not a Business Day, the next succeeding Business Dayiii) following the Closing Date the Exchange Offer Registration Statement has become effective but the Registered Exchange Offer is not been declared effective, (d) consummated on or prior to the 75th day after Registered Exchange Offer Completion Deadline; (iv) the filing of a Shelf Exchange Offer Registration Statement (or, if later, with respect to the 270th day following Securities has become effective but thereafter ceases to be effective or usable prior to the Closing Date) consummation of the Registered Exchange Offer with respect to the Securities unless such Shelf Registration Statement has not been declared effective, (e) ineffectiveness is cured on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Effectiveness Deadline; or (v) after a Shelf Registration Statement Statement, if applicable, has been declared effective, or (f) after the Shelf Registration Statement has been declared become effective, such Shelf Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities for more than 180 days, whether or Exchange Notes not consecutive, in accordance with and during any twelve-month period at any time that the periods specified in this Agreement (other than as permitted Company is obligated to maintain the effectiveness thereof pursuant to Section 4(cthis Agreement. (b) or Section 4(k)(ii))(each such event referred Additional Interest shall accrue (in addition to in clauses (a) through (f), (a “Registration Default”), stated interest (“Additional Interest”) will accrue on the Securities) on the aggregate principal amount of the Securities and affected by the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) Registration Default from and including the date on which any the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. During the continuation of a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum equal to (i) 0.25% of the principal amount of the Securities, plus (ii) an additional 0.25% of the principal amount of the Securities from and during any period in which the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in has continued for more than 90 days. In no event shall such the rate at which Additional Interest accrues exceed 1.500.50% per annum. IfAccrued Additional Interest, after if any, shall be paid on the cure Securities in cash in arrears semiannually on the interest payment dates for the Securities. Any accrued and unpaid interest (including Additional Interest) on any of all Registration Defaults then the Securities shall, upon the issuance of an Exchange Security in effect, there is a subsequent Registration Default, exchange therefor cease to be payable to the rate of Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such Exchange Security to the Holder thereof on the related record date. Any Additional Interest for such subsequent Registration Default payable by the Company shall initially constitute liquidated damages and shall be 0.50% regardless of the rate in effect exclusive remedy, monetary or otherwise, available to Holders with respect to any prior Registration Default at the time of cure of such a Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If (a) on or prior to the 150th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has not been filed, (b) on or prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding Business Day) following the Closing Date the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (f) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or Exchange Notes in accordance with and during the periods specified in this Agreement (other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each 4(k)(ii)) (each such event referred to in clauses (a) through (f), (a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the Exchange Notes (in addition to the stated interest on the Securities and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. During the continuation of a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Registration Defaults and Additional Interest. If In the event that the Notes are not Freely Tradable as of the Free Trade Date and any of the following events shall occur (the “Registration Defaults”): (a) on the Exchange Offer has not been consummated by the 180th day after the Closing Date (or prior to the 150th day (or, if such 180th day is not a Business Day, the next succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has not been filed, ); or (b) on or prior to the 30th day after such filing obligation arises (or, if later, the 150th day following the Closing Date), the Shelf Registration Statement has is not been filed, declared effective by the Commission by the 180th day after the Closing Date (c) on or prior to the 270th day (or, if such 180th day is not a Business Day, the next succeeding Business Day); or (c) following the Closing Date Shelf Registration Statement or the Exchange Offer Registration Statement has not been declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration Statement has not been declared effective, (e) on or prior to the 30th Business Day following the date the Exchange Offer Registration Statement is first declared effective, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement required by this Agreement has been declared effective, or (f) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter effective but ceases to be effective or usable in connection with resales or exchanges of Securities or Exchange Notes in accordance with and during the periods specified in this Agreement herein, then the Company, and any Restricted Subsidiary that after the Closing Date provides a Subsidiary Guarantee, shall pay additional interest of one percent (other than as permitted pursuant to Section 4(c1.00%) or Section 4(k)(ii))(each such event referred to in clauses (a) through (f), (a “Registration Default”), per annum interest (the “Additional Interest”) will accrue on the principal amount of the Securities Notes and the Exchange Notes (in addition to the stated interest on the Securities Notes and Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. During the continuation The accrual of a Registration Default, Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.50% per annum cease at the end earlier of each subsequent 90-day period, but in no event shall such rate exceed 1.50% per annum. If, after (x) the cure of all the Registration Defaults then in effectrelating to the Registrable Securities or (y) the particular Registrable Securities having become Freely Tradable, there is a subsequent Registration Default, at which time the interest rate of Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of on the Registrable Securities will revert to the original interest rate in effect with respect to any prior Registration Default at on the time of cure of such Registration Default. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Security at the time such Security is exchanged for an Exchange Note shall survive until such time as all such obligations with respect to such Security have been satisfied in fullNotes.