Common use of Special Interest Clause in Contracts

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of such Registration Statement required by this Agreement Statements is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (ii) the Company and the Guarantors fail to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iii) the Shelf Registration Statement or the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being in connection with resales of Transfer Restricted Securities (and is not promptly succeeded by a post-effective amendment to such Registration Statement or prospectus supplement that cures such failure and that is itself declared effective promptly effective) during the periods specified in this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following the occurrence of (such Registration Defaultincrease, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall “Special Interest”), but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such increase exceed 1.00% per annum. Notwithstanding anything to At the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the particular Transfer Restricted Securities as having been distributed to the public pursuant to Rule 144 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; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline120th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 210th day following the Issue Date, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to any suspension period referred to in Section 3(b)(iii) above; provided, however, that if such suspension period exceeds 45 days in the Transfer Restricted Securities as a result of such clause (i)aggregate in any 12-month period, (ii), (iii) or (iv), as applicable, shall cease. All accrued then Special Interest shall be paid to accrue from and including the Holders entitled thereto, in 46th day of such suspension period. All obligations of the manner provided for Company and the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 30 Business Days of the Consummation applicable Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (thereby “Special Interest”), ” in addition an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement (or a supplement to the prospectus included in any such Registration Statement, if applicable,) that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within the period required by this Agreement after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement unless the Company has filed a Shelf Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective 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 effectiveness or be usable pursuant to this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that is itself immediately declared effective and that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder for the first 90 days from and including such specified date, and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period immediately following the occurrence of such Registration Defaultthereafter, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timein the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in , but the Indenture interest rate borne by such securities will be reduced to the contrary, original interest rate borne by the payment of Special Interest shall Initial Notes at the time such securities cease to be the only remedy available to Holders for any Registration Defaulta Transfer Restricted Securities.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement to be filed is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission or has not become effective on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), whether or not the Company and the Guarantors have breached any obligations to use their reasonable best efforts to cause any such Registration Statement to be declared, or become, effective, (iii) the Registered Exchange Offer has not been Consummated on or prior within 210 days of the Closing Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) subject to Section 6(c)(i) hereof, any Registration Statement required by this Agreement is filed and declared has been declared, or has become, effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 10 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared or becomes effective promptly within 10 Business Days of the date of filing of such post-effective amendment (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay special interest to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages Initial Notes in an amount equal to $.05 per week per $1,000 principal amount of Initial Notes held by such Holder for such each week or portion thereof that the Registration Default, special interest (“Special Interest”), in addition Default continues with respect to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the special interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Initial Notes with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; , up to a maximum amount of special interest of $.30 per week per $1,000 principal amount of Initial Notes provided that the Company shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest special interest shall be paid to Record Holders by the Holders entitled theretoCompany on each Special Interest Payment Date following the accrual thereof, in the same manner as provided in the Indenture and the Notes for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding The accrual of special interest will cease on the fact that earlier of a) the cure of all Registration Defaults relating to any securities for particular Initial Notes and b) the later of (1) two years from the Closing Date and (2) two years from the latest date on which Special Interest is due cease to be Transfer Restricted Securities, all obligations the Company or any of its Affiliates has resold during the two year period commencing on the Closing Date any of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in Initial Notes they had acquired since the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultClosing Date.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Consummation Effectiveness Deadline with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of the first such Registration Default, at a . The amount of Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) the Exchange Offer is not Consummated on or prior to the Exchange Offer Consummation Deadline; (ii) the Company and the Guarantors fail to file any Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to before the applicable Shelf Filing Deadline, ; (iiiii) any such Shelf Registration Statement has is not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, ; (iiiiv) the Company and the Guarantors fail to Consummate the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline Exchange Notes Issue Deadline; or (ivv) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Entitled Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv)v) above, a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% for per annum of the principal amount of Entitled Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default, at a . The rate of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required , up to pay a maximum rate of Special Interest for more than one all Registration Default at any given timeDefaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (i) or (iv) above, (2) the filing of the Shelf Registration Statement, in the case of clause (ii) above, (3) upon the effectiveness of the Shelf Registration Statement, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivv) above, the Special Interest payable with respect to the Transfer Restricted Entitled Securities as a result of such clause (i), (ii), (iii), (iv) or (ivv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Entitled Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if either (i) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on or prior to the applicable Filing Deadlinebeen consummated, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following that such Special Interest continues to accrue, provided that the occurrence rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Issuers); provided, however, that upon the cure of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the Company particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Issuers shall in no event not be required obligated to pay Special Interest provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for more than one Registration Default at any given timeSpecial Interest will be the only monetary remedy available to holders under this Agreement. (b) The Issuers shall notify the Trustee and the paying agent within five business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Notwithstanding anything Any amounts of Special Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the contrary set forth hereinholders of record on the March 15 and September 15 immediately preceding such dates), (1) upon filing commencing the first such date occurring after any such Special Interest commences to accrue. The amount of Special Interest will be determined by the Issuers by multiplying the applicable Special Interest rate by the principal amount of the Exchange Offer Registration Statement (and/orRegistrable Securities, if applicablemultiplied by a fraction, the Shelf Registration Statement)numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30-day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for denominator of which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default360.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required the Exchange Offer has not been Consummated by this Agreement is not filed with the Commission on or prior to the applicable Filing Consummation Deadline, (ii) any Shelf Registration Statement has not been filed with the Commission by the applicable Shelf Filing Deadline, (iii) any such Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 1.00% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in date the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) aboveparticular Initial Notes are no longer Transfer Restricted Securities, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or a Prospectus supplement to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”"), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (b) on or prior to the applicable Effectiveness Deadline180th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 45th 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 (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within 60 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment to such Registration Statement, the effectiveness of another Registration Statement or the use of the Prospectus (as amended or supplemented) is again permitted that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected therebypay, as liquidated damages for such Registration Default, subject to the provisions of Section 12(a), special interest (“Special Interest”), in addition . Special interest shall be paid to the Base Interest, which Special Interest shall accrue at a per annum rate each Holder of 0.25% for Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, at a in an amount equal to $0.05 per annum rate week per $1,000 principal amount of 0.50% Transfer Restricted Securities held by such Holder for each week or portion thereof that the second Registration Default continues. The amount of the Special Interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that , up to a maximum amount of Special Interest of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued Special Interest shall be paid to the holder(s) of Global Note(s) representing Transfer Restricted Securities by the Company shall by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each Damages Payment Date, as provided in no event be required to pay Special Interest for more than one Registration Default at any given timethe Indenture. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or the Prospectus to be made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Consummation Effectiveness Deadline with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of the first such Registration Default, at a . The amount of Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Existing Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Permanent Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay additional cash interest on the Notes (“Special Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) any if neither the Exchange Registration Statement required by this Agreement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing DeadlineDate, Special Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) any such if neither the Exchange Registration Statement has not been nor the Initial Shelf Registration is declared effective by the Commission on or prior to the applicable Effectiveness DeadlineDate, Special Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or 30th Business Day after the Effectiveness Date, (ivB) any the Exchange Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail at any time prior to the time that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be usable for effective at any time prior to the second anniversary of its intended purpose without being succeeded by effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a post-effective amendment material corporate transaction, the Company issues a written notice pursuant to such Section 5(e)(v) hereof or (vi) that a Shelf Registration Statement that cures or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such failure and that is itself declared effective promptly (each such event referred notices issued or required to be issued, have been, or were required to be, in clauses (i) through (iv)effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a “Shelf Registration Default”)statement, or 15 days in the aggregate in the case of an Exchange Registration Statement, then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue on the Notes, over and above any stated interest, at a per annum rate of 0.25% for per annum of the first principal amount of such Notes commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the date the Exchange Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Registration Statement or Shelf Registration ceases to be usable in case of clause (D) above, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period immediately following the occurrence of such Registration Defaultperiod; provided, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Defaulthowever, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay maximum Special Interest for more than one Registration Default rate on the Notes may not exceed at any given time. Notwithstanding anything to one time in the contrary set forth hereinaggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the or Initial Shelf Registration Statement), (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the or Initial Shelf Registration Statement), (in the case of (ii) above), or (3) upon Consummation the exchange of the Exchange Offer, Notes for all Notes tendered (in the case of (iiiiii)(A) above), or (4) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Exchange Registration Statement that causes had ceased to remain effective (in the Exchange Offer Registration Statement case of clause (and/oriii)(B) above), if applicable, or upon the effectiveness of a Shelf Registration Statement) which had ceased to again be declared remain effective or made usable (in the case of (iviii)(C) above), the Special Interest payable with respect to on the Transfer Restricted Securities Notes as a result of such clause (ior the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. (b) The Company shall notify the Trustee within 3 Business Days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Any amounts of Special Interest due pursuant to clause (a)(i), (ii), (iiia)(ii) or (iv)a)(iii) of this Section 4 will be payable in cash, as applicable, shall cease. All accrued Special Interest shall be paid to on the Holders entitled thereto, dates and in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the Notes. Notwithstanding the fact that first such semi-annual date occurring after any securities for which such Special Interest is due cease commences to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullaccrue. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment The amount of Special Interest shall will be determined by multiplying the only remedy available to Holders for any Registration Defaultapplicable Special Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 180th day following the original issue date of the Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission or on or prior to the applicable Effectiveness Deadline90th day following the Company's obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement is first declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”("REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), "SPECIAL INTEREST") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Merger Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 180th day following the Merger Closing Date, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iiiany suspension period referred to in Section 3(b)(iii) or (iv), as applicable, shall ceaseabove. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Entitled Securities will suffer damages if the Company or any Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“Special Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) any if neither the Exchange Offer Registration Statement required by this Agreement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing DeadlineDate, Special Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (ii) any such if neither the Exchange Offer Registration Statement has not been nor the Initial Shelf Registration is declared effective by the Commission on or prior to the applicable Effectiveness DeadlineDate, Special Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Date, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; (iii) if (A) the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date, (iiiB) the Exchange Offer has not been Consummated on or Registration Statement ceases to be effective at any time prior to the Consummation Deadline time that the Exchange Offer is consummated or (ivC) any if applicable, a Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder) and is not declared effective again within 30 days, or fail (D) the Company shall have suspended the availability of a Shelf Registration Statement pursuant to Section 3(e) or, pending the announcement of a material corporate transaction, the Company issues a written notice pursuant to Section 5(e)(v) or (vi) that a Shelf Registration Statement or Exchange Offer Registration Statement is unusable, and the aggregate number of days in any 365-day period for which all such notices issued or required to be usable issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 45 days consecutively, in the case of a Shelf Registration Statement, or 15 days in the aggregate in the case of an Exchange Offer Registration Statement, then Special Interest shall accrue on the Notes over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for its intended purpose without being succeeded the first 90 days immediately following the Effectiveness Date, such Special Interest rate increasing by a postan additional 0.25% per annum at the beginning of each subsequent 90-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly day period (each such event referred to in clauses (i) through (iviii), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”); provided, then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected therebyhowever, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which that Special Interest shall accrue on Entitled Securities for the Registration Default Period until such time as all Registration Defaults have been cured at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, which rate shall increase by an additional 0.25% during each subsequent 90-day period immediately following the occurrence period, up to a maximum of such Registration Default, at a 1.00% per annum rate regardless of 0.50% for the second 90-day period following the occurrence number of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults that may have been curedoccurred and be continuing; and provided further, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the or Initial Shelf Registration Statement), (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the or Initial Shelf Registration Statement), (in the case of (ii) above), or (3) upon Consummation the exchange of the Exchange Offer, Notes for all Notes tendered (in the case of (iiiiii)(A) above), or (4) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement that had ceased to remain effective (and/orin the case of clause (iii)(B) above), if applicable, or upon the effectiveness of a Shelf Registration Statement) Statement which had ceased to again be declared remain effective or made usable (in the case of (iviii)(C) above), the Special Interest payable with respect to on the Transfer Restricted Securities Notes as a result of such clause (ior the relevant subclause thereof) or upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement (in the case of clause (iii)(D) above), as the case may be, shall cease to accrue. (b) The Company shall notify the Trustee within five Business Days after each and every Event Date. Any amounts of Special Interest due pursuant to clause (a)(i), (ii), (iiia)(ii) or (iv)a)(iii) of this Section 4 will be payable in cash, as applicable, shall cease. All accrued Special Interest shall be paid to on the Holders entitled thereto, dates and in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the Notes. Notwithstanding the fact that first such semi-annual date occurring after any securities for which such Special Interest is due cease commences to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullaccrue. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment The amount of Special Interest shall will be determined by multiplying the only remedy available to Holders for any Registration Defaultapplicable Special Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 180 days after the Consummation Deadline Closing Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly immediately (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantor hereby agrees jointly and -------------------- severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby interest (“"Special Interest”), ") which will accrue and be payable semi- ---------------- annually on the Notes and the Exchange Notes (in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for stated interest on the first 90-day period immediately following Notes and the occurrence of such Registration Default, at a per annum rate of 0.50% for Exchange Notes) from and including the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of date such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that occurs to, but excluding the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, date on which (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)) is filed, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)) is declared effective, in the case of (ii) above, (3) upon Consummation of the Exchange OfferOffer is Consummated, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement is filed that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above. During the time that Special Interest is accruing continuously, the rate of such Special Interest shall be 0.50% per annum during the first 90-day period and shall increase by 0.25% per annum for each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum in the aggregate regardless of the number of Registration Defaults. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the Special Interest payable rate for such subsequent Registration Default shall initially be 0.25%, regardless of the Special Interest rate in effect with respect to any prior Registration Default at the Transfer Restricted Securities as a result time of the cure of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseRegistration Default. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantor set forth in this paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 30 Business Days of the Consummation applicable Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which thereby Special Interest shall accrue at a in an amount equal to $.05 per annum rate week per $1,000 in principal amount of 0.25% Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement (or a supplement to the prospectus included in any such Registration Statement, if applicable,) that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to by the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Company and the Guarantors fail to consummate the Exchange Offer has not been Consummated on or prior within 30 Business Days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any the Shelf Registration Statement required by this Agreement or the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being in connection with resales of Transfer Restricted Securities (and is not promptly succeeded by a post-effective amendment to such Registration Statement or prospectus supplement that cures such failure and that is itself declared effective promptly effective) during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following the occurrence of (such Registration Defaultincrease, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall “Special Interest”), but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such increase exceed 1.00% per annum. Notwithstanding anything to At the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the particular Transfer Restricted Securities as having been distributed to the public pursuant to Rule 144 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; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior within 30 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantors that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by an additional 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of period, but in no event shall such Registration Default, at increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate is referred to herein as "Special Interest." Following the cure of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required relating to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableparticular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Note shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (b) on or prior to the applicable Effectiveness Deadline150th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “"REGISTRATION DEFAULT" and each period during which a Registration Default”Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), "SPECIAL INTEREST") in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of February 14, 2007, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to May 15, 2007, neither the applicable Filing DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to September 12, 2007, neither the applicable Effectiveness DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to October 25, 2007, neither the Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Exchange Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Exchange Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer required by this Agreement has not been Consummated on or prior to the Consummation Deadline Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly during the applicable periods specified in this Agreement, except as permitted herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% for per annum of the principal amount of Entitled Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default, at a . The rate of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum rate of Special Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Entitled Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall ceasecease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate of such Transfer Restricted Securities prior to the applicable Registration Default. All accrued Special Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Entitled Securities, all obligations of the Company to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be not accrue during any period in which the only remedy available to Holders for any Registration DefaultCompany is exercising the Suspension Rights set forth in Section 6(c)(i) below.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), ) in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180 th day following the original issue date of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline45th Business Day following the date the Exchange Offer Registration Statement is declared effective, (iii) the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (other than as permitted by the proviso to be usable for its intended purpose without being succeeded by a post-effective amendment to Section 5(k)) in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement unless such Registration Statement that cures such ceases to be effective or usable as a result of the failure and that is itself declared effective promptly by any Holder to provide the Company with any information required to be so provided by Items 507 or 508 of Regulation S-K, as applicable (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted herein) or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “"REGISTRATION DEFAULT" and each period during which a Registration Default”Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as thereby liquidated damages for such Registration Default, as special interest (“Special Interest”), "SPECIAL INTEREST") in addition to the Base Interest, an amount which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.50% for the second 90-day period following 90 days of the occurrence of such Registration DefaultDefault Period, at a per annum rate of 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that portion of the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timePeriod. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), or (5) once the Transfer Restricted Securities are eligible for resale under Rule 144(k) of the Act, as applicable, shall ceasecease (at which time the interest rate shall be restored to its initial rate). All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The Holder of this Note is entitled to the benefits of the Registration Rights Agreement relating to the Notes (ithe "REGISTRATION RIGHTS AGREEMENT"). In the event that either (a) any we fail to file the Exchange Registration Statement required by this Agreement is not filed with or the Commission Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement) on or prior to before the applicable Filing Deadlinedate specified for such filing in the Registration Rights Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiib) the Exchange Registration Statement is not declared effective within 270 days after the closing of the sale of the Notes or the Shelf Registration Statement is not declared effective within 270 days from the date such Shelf Registration Statement is filed, (c) we fail to complete the Exchange Offer has not been Consummated on or prior to within the Consummation Deadline specified time frame, or (ivd) any the Exchange Registration Statement required by this Agreement or the Shelf Registration Statement is filed and declared effective but shall is thereafter cease either withdrawn or becomes subject to be an effective or fail to be usable for its intended purpose stop order suspending the effectiveness (except as specifically permitted in the Registration Rights Agreement) without being succeeded immediately by a post-effective amendment an additional registration statement which becomes effective, then we will pay special interest pursuant to provisions of the Registration Rights Agreement and the Notes to each holder of the Notes. Special interest will accrue from (i) the date specified for such filing, in the case of clause (a) above, (ii) the date specified for effectiveness in the case of clause (b) above, (iii) the date specified for completion of the Exchange Offer, in the case of clause (c) above, or (iv) the date such Exchange Offer Registration Statement that cures such failure and that is itself declared effective promptly or Shelf Registration Statement ceases to be effective, in the case of clause (d) above (each such event period referred to in clauses (i) through (iv) above an "Accrual Period"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a rate per annum rate of equal to 0.25% for the first 90-day period immediately following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.50% for the second 90-day period following 90 days of the occurrence of such Registration Default, at a per annum rate of Accrual Period; 0.75% for the third 90-day period following 90 days of the occurrence of such Registration Default Accrual Period and at a per annum rate of 1.0% thereafter for any the remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing portion of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness Accrual Period of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation principal amount of the Exchange OfferNotes, determined daily. In each case such additional interest will be payable in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable cash semiannually in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, arrears on each Interest Payment DateNovember 15 and May 15, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securitiescommencing May 15, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary2000, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultof record on the immediately preceding May 1 and November 1, respectively.

Special Interest. If (i) any the Exchange Offer Registration Statement required by this Agreement or the Shelf Registration Statement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Section 3(a) or Section 4(a), respectively, of this Agreement, (ii) any such the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in Section 3(a) or Section 4(a), respectively, of this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated on or prior within 45 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded in connection with resales of Transfer Restricted Securities during the periods required by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special additional interest (“Special Interest”), "SPECIAL INTEREST") on the principal amount of the Notes (in addition to the Base Interest, stated interest on the Notes) from and including the date on which any such Registration Defaults have occurred to but excluding the date on which all such Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required shall such rate exceed 1.5% per annum. The Company shall have no obligation to pay additional Special Interest for more than one in respect of any subsequent Registration Default at any given time. Notwithstanding anything so long as the Company continues to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the accrue Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasean earlier Registration Default. All accrued Special Interest shall be paid by the Company on each Interest Payment Date in accordance with the provisions applicable to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and Notes Indenture. Following the Notes. Notwithstanding the fact that cure of all Registration Defaults relating to any securities for which Special Interest is due cease to be particular Transfer Restricted Securities, all obligations the accrual of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultTransfer Restricted Securities will cease.

Special Interest. The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of March 14, 2006, among Parent, the Issuer and the Initial Purchasers named therein, or any other similar Registration Rights Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to June 12, 2006, neither the applicable Filing DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to October 10, 2006, neither the applicable Effectiveness DeadlineExchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to November 21, 2006, neither the Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. If If, with respect to the Securities or Exchange Securities of a Series, as applicable, (ia) any Registration Statement required by to be filed pursuant to Section 2 or 3 of this Agreement is not filed with declared effective within the Commission on or prior to timeframe required by this Agreement, (b) the applicable Filing Registered Exchange Offer is not completed by the Exchange Offer Closing Deadline, or (iic) any after either the Exchange Offer Registration Statement or the Shelf Registration Statement has become effective, such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to in connection with resales of Securities or Exchange Securities of such Registration Statement that cures such failure Series in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia), (b) through and (iv)c) of this Section 4 with respect to the Securities and Exchange Securities of a Series, a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected therebythen, as liquidated damages for such Registration Defaultdamages, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the Exchange Securities of such Series (in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for stated interest on the first 90-day period immediately following the occurrence Securities and Exchange Securities of such Registration Default, at a per annum rate of 0.50% for Series) from and including the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of date on which any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that cured with respect to the Company shall in no event be required to pay Securities and Exchange Securities of such Series. Special Interest for more than one Registration Default will accrue at any given time. Notwithstanding anything a rate of 0.25% per annum; provided, however, that, with respect to the contrary set forth hereinSecurities and Exchange Securities of a Series, as applicable, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above), (ii) above, (3) upon Consummation the consummation of the Registered Exchange Offer, Offer (in the case of clause (b) above) or (iii) above, upon reinstatement of the effectiveness or (4) upon the filing resumption of a post-effective amendment the ability to the Registration Statement or an additional Registration Statement that causes use the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement) Statement that had ceased to again be declared effective or made usable (in the case of clause (ivc) above), the Special Interest payable with respect to on the Transfer Restricted Securities or Exchange Securities of such Series as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasecease to accrue. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for an Exchange Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The parties acknowledge that the Holders of Securities or Exchange Securities, as the case may be, will suffer damages if the Company fails to perform its obligations under Section 2 or 3 and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that: (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline, 180th day following the Closing Date; (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 270th day following the Closing Date; (iii) the Exchange Offer has not been Consummated consummated on or prior to the Consummation Deadline or 310th day following the Closing Date (if the Exchange Offer is then required to be completed); or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or Shelf Registration Statement has been declared effective but shall thereafter cease effective, such Registration Statement ceases to be effective or fail usable in connection with the Exchange Offer or resales of the Securities during a period in which it is required to be usable effective hereunder (taking into account the suspension periods provided for its intended purpose in the penultimate paragraph of Section 3) without being succeeded within five Business Days by a post-any additional Registration Statement or post- effective amendment to such Registration Statement that cures such failure covering the Securities or the Exchange Securities, as the case may be, which has been filed and that is itself declared effective promptly effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”)"SPECIAL INTEREST") will accrue on the principal amount of the Securities and the Exchange Securities, respectively (in addition to the Base Intereststated interest on the Securities and the Exchange Securities), from and including the date on which any Registration Default first occurs and while any such Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then existing Registration Defaults. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the such first occurrence of a Registration Default and while any such Registration DefaultDefault has occurred and is continuing, at a and shall increase to 0.50% per annum rate of 0.50% for the second any additional days after such 90-day period following during which a Registration Default had occurred and is continuing, until the occurrence date on which all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have been achieved, on which date the interest rate on the Securities and the Exchange Securities, respectively, will revert to the interest rate originally borne by such notes. (b) The Company shall notify the Trustee immediately upon its knowledge of the happening of each and every Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the . (c) The Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to due on the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv)Exchange Securities, as applicablethe case may be, shall cease. All accrued Special Interest shall be paid to by depositing with the Trustee, in trust, for the benefit of the Holders entitled theretothereof, in prior to 10:00 a.m. on the manner provided for the next interest payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth date specified in the Indenture and sums sufficient to pay the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay then due. The Special Interest with respect to such securities due shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in be payable on each interest payment date specified by the Indenture to the contrary, record holders entitled to receive the interest payment of to be made on such date. (d) The parties agree that the Special Interest shall provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Securities or Exchange Securities by reason of the only remedy available to Holders for happening of any Registration Default.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(ii) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline with respect to the Exchange Offer Registration Statement, (ii) the Shelf Registration Statement, if required pursuant to Section 4(a)(i) or 4(a)(ii) hereof, has not become effective on or prior to the Consummation Deadline, (iii) the Company receives a Shelf Request pursuant to Section 4(a)(iii) and the Shelf Registration Statement required to be filed thereby has not become effective by 90 days after delivery of such Shelf Request, (iv) any the Shelf Registration Statement Statement, if required by this Agreement is filed Agreement, has become effective and declared effective but shall thereafter cease ceases to be effective or fail the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for its intended purpose without being succeeded more than 60 days (whether or not consecutive) in any 12-month period, or (v) the Shelf Registration Statement, if required by a postthis Agreement, has become effective and thereafter, on more than two occasions in any 12-effective amendment to such month period during the Shelf Effectiveness Period, the Shelf Registration Statement that cures such failure and that is itself declared ceases to be effective promptly or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement (each such event referred to in clauses (i) through (ivv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) on the Transfer Restricted Securities in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 0.50% per annum; provided provided, however, that (1) the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given timetime and (2) a Holder who has not submitted a Shelf Request with respect to a Shelf Registration Statement shall not be entitled to Special Interest with respect to a Registration Default relating to such Shelf Registration Statement. Notwithstanding anything A Registration Default ends when the Initial Notes cease to the contrary set forth hereinbe Transfer Restricted Securities or, if earlier, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of a Registration Default under clause (i) aboveof the definition thereof, when the Exchange Offer is Consummated, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of a Registration Default under clause (ii) aboveor clause (iii) of the definition thereof, when the Shelf Registration Statement becomes or is declared effective by the Commission or (3) upon Consummation of the Exchange Offer, in the case of a Registration Default under clause (iiiiv) aboveor clause (v) of the definition thereof, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, when the Shelf Registration Statement) to Statement again be declared becomes effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceaseProspectus again becomes usable. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture Indenture, the Initial Notes or the Exchange Notes to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. (a) If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline120th day following the Closing Date, (ii) any such a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 210th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv)each, a “Registration Default”), then the Company hereby agrees shall be required to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition from and including the day following such Registration Default until such Shelf Registration Statement is either so filed or so filed and subsequently declared effective, as applicable, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. (b) In the event that (i) the Shelf Registration Statement ceases to be effective or (ii) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Base InterestShelf Registration Statement (an “Effective Failure”) for more than 30 days, which whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, then the Company shall pay Special Interest shall accrue at a rate per annum rate equal to an additional one-half of 0.25% for one percent (0.50%) of the first principal amount of Registrable Securities from the 31st day of the applicable 90-day period immediately or the 91st day of the applicable 12-month period, as the case may be, that any such Effective Failure has existed until the earlier of (1) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement, as applicable, or (2) the expiration of the Effectiveness Period. (c) Any amounts to be paid as Special Interest pursuant to paragraphs (a) or (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 occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence date of such Registration Default and or Effective Failure, as applicable. Such Special Interest will accrue in respect of the Securities at a per annum rate the rates set forth in paragraphs (a) or (b) of 1.0% thereafter this Section 7, as applicable, on the principal amount of the Securities. (d) Except as provided in Section 8(b) hereof, the Special Interest as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities for any remaining time period until all such Registration Defaults have been cured; provided that Default or Effective Failure. In no event shall the Company shall in no event be required to pay Special Interest for more than in excess of the applicable maximum amount of one-half of one Registration Default at any given time. Notwithstanding anything to the contrary percent (0.50%) set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness regardless of the Exchange Offer whether one or multiple Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, Defaults or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultEffective Failures exist.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly purpose, except during any Suspension Period (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay pay, subject to Section 4(b) hereof, to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for each day that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the special interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest equal to 1.00% per annum of the principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest special interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasecease accruing. All accrued Special Interest special interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is special interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest special interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The holder of this Security is entitled to the ----------------- benefits of an Exchange and Registration Rights Agreement, dated as of January 23, 1998, among the Company, Eagle Family Foods Holdings, Inc., (the "Guarantor") and the Initial Purchasers named therein (the "Exchange and Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not otherwise defined have the meanings assigned to them in the Exchange and Registration Rights Agreement. If (i) any the Shelf Registration Statement required by this or Exchange Offer Registration Statement, as applicable, under the Exchange and Registration Rights Agreement is not filed with the Commission on or prior to 90 days after the applicable Filing Deadlinedate of the Indenture, (ii) any such the Exchange Offer Registration Statement has or, as the case may be, the Shelf Registration Statement, is not been declared effective by within 150 days after the Commission on or prior to date of the applicable Effectiveness DeadlineIndenture, (iii) the Exchange Offer has is not been Consummated consummated on or prior to 180 days after the Consummation Deadline date of the Indenture, or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective within 180 days after the date of the Indenture but shall thereafter cease to be effective or fail (at any time that the Company is obligated to be usable for its intended purpose maintain the effectiveness thereof) without being succeeded within 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to will pay Special Interest to each Holder holder of Transfer Restricted Securities affected therebySecurities, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to during the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a in an amount equal to $0.192 per annum rate week per $1,000 principal amount of 0.50% for the second 90-day period following Securities constituting Transfer Restricted Securities held by such holder until the occurrence of such applicable Registration DefaultStatement is filed or declared effective, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, is consummated or the Shelf Registration Statement)Statement again becomes effective, in as the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall ceasemay be. All accrued Special Interest shall be paid to the Holders entitled thereto, holders in the same manner provided as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the payment Securities. Following the cure of interest in all Registration Defaults, the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which accrual of Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration DefaultInterest.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (for reasons other than those permitted by Section 6(c) or 6(d)) without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby additional interest (“Special Interest”), "SPECIAL INTEREST") in addition an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the special interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest special interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. The right of each Holder to receive Special Interest shall be the exclusive remedy and liquidated damages for any and all Registration Defaults. All accrued Special Interest special interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is special interest are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest special interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if (i) any Registration Statement required the Exchange Offer has not been consummated by this Agreement is not filed with the Commission on or prior to the applicable Filing DeadlineExchange Date, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC by the Effectiveness Date or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second 90-each subsequent 90 day period following that such Special Interest continues to accrue, provided that the occurrence rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Company); provided, however, that at the cure of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Company shall in no event not be required obligated to pay Special Interest provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for more than one Registration Default at any given timeSpecial Interest will be the only monetary remedy available to holders under this Agreement. (b) The Company shall notify the Trustee and the paying agent within five business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Notwithstanding anything Any amounts of Special Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each May 1 and November 1 (to the contrary set forth hereinholders of record on the April 15 and October 15 immediately preceding such dates), (1) upon filing commencing the first such date occurring after any such Special Interest commences to accrue. The amount of Special Interest will be determined by the Company by multiplying the applicable Special Interest rate by the principal amount of the Exchange Offer Registration Statement (and/orRegistrable Securities, if applicablemultiplied by a fraction, the Shelf Registration Statement)numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30-day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for denominator of which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default360.

Special Interest. If The Holder of this Security is entitled to the benefits of the Registration Rights Agreement dated [ , ], between the Company and the representative of the several Initial Purchasers (the "Registration Agreement"). Capitalized terms used in this paragraph but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed (or confidentially submitted) with the Commission on or prior to the applicable Filing Deadline[ ]th day following the original issue date, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline[ ]th day following the original issue date, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline [ ]th day following the original issue date, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then interest (the Company hereby agrees to pay to each Holder "Special Interest") shall accrue on the principal amount of Transfer Restricted Securities affected thereby, as liquidated damages for by such Registration Default, special interest Default (“Special Interest”), in addition to stated interest on the Base InterestSecurities) 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, which Special Interest shall accrue at a rate equal to [ ]% per annum rate of 0.25% for the first 90-day principal amount of the Securities during the [ ]-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by [ ]% per annum rate of 0.50% for at the second 90-day period following the occurrence end of such Registration Default[ ]-day period, at a but in no event shall such rate exceed [ ]% per annum rate annum. The Special Interest will be payable in cash semiannually in arrears each [ ] and [ ] and otherwise on the terms set forth above with respect to payments of 0.75% interest. References to interest in this Note and in the Indenture shall be deemed to include references to Special Interest where applicable. All payments of or in respect of principal and interest (including Special Interest) in respect of this Note shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges (or interest on any of the third 90-day period following foregoing) of whatsoever nature imposed, levied, collected, withheld or assessed by, within or on behalf of the occurrence Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, unless such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided withholding or deduction is required by law. In that event, the Company shall pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the amounts received by the Holders hereof after such withholding or deduction shall equal the respective amounts of principal and interest (including Special Interest) that would have been receivable in respect of this Note in the absence of such withholding or deduction, except that no event such Additional Amounts shall be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, payable in respect of this Note (1i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of payments for which presentation of this Note is required, if presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in The City of New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holder by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) held by a Holder or on behalf of a beneficial owner of this Note who is liable for taxes, penalties, fines, duties, assessments or other governmental charges in respect of this Note by reason of having some present or former, direct or indirect, connection with the Republic of Chile (or any political subdivision or governmental authority thereof or therein), other than the mere holding of this Note or the receipt of principal or interest (including Special Interest) in respect hereof; or (iii) any combination of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), and (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest references to principal, interest and other amounts payable hereunder shall be paid deemed to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, include references to any Additional Amounts which may be payable as more fully set forth in the Indenture and or in this Note. Reference is hereby made to the Notesfurther provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Notwithstanding Unless the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations certificate of authentication hereon has been manually executed by or on behalf of the Company Trustee under the Indenture, this Note shall not be entitled to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein any benefits under the Indenture, or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders valid or obligatory for any Registration Defaultpurpose.

Special Interest. (a) If (i) any the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to within 90 days following the applicable Filing DeadlineTrigger Date, (ii) any such the Shelf Registration Statement has is not been filed within 30 days after, or is not declared effective by the Commission on within 150 days after, filing is required or prior requested pursuant to the applicable Effectiveness DeadlineSection 2, (iii) the Exchange Offer has Registration Statement is not been Consummated declared effective on or prior to 150 days after the Consummation Deadline or Trigger Date, (iv) any the Registered Exchange Offer is not consummated on or prior to 180 days after the Trigger Date, or (v) the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective prior to the end of the Shelf Registration Period (other than during a Suspension Period permitted under Section 2(b) or fail as permitted under Section 2(a)) (it being understood that the Company and the Guarantors shall not be obligated to be usable for its intended purpose without being succeeded maintain such effectiveness if the failure to maintain such effectiveness was caused by a post-effective amendment failure of Holders to such Registration Statement that cures such failure and that is itself declared effective promptly perform their obligations hereunder with respect to the provision of the Holders’ Information) (each such event referred to in clauses (i) through (ivv), a “Registration Default”), then the Company hereby agrees and the Guarantors will be jointly and severally obligated to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”)) to each holder of Transfer Restricted Securities, in addition during the period of one or more such Registration Defaults, at the rate equal to the Base Interest, which Special Interest shall accrue $0.05 per week per $1,000 of principal amount at a per annum rate of 0.25% Maturity for the first 90 days during the period of one or more such Registration Defaults, which amount shall increase by $0.192 per week per $1,000 of principal amount at Maturity for each subsequent 90-day period immediately following during the occurrence continuance of such one or more Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of until such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such time as no Registration Default and at is in effect (after which such Special Interest shall cease to be payable), up to a per annum rate maximum amount of 1.0% thereafter Special Interest for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default of $0.50 per week per $1,000 of principal amount at any given timeMaturity. Notwithstanding anything to the contrary set forth As used herein, “Transfer Restricted Securities” means each Security until (1i) upon filing the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of the Exchange Offer Registration Statement (and/or, if applicable, in accordance with the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to ) the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, date on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease such Security ceases to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultoutstanding.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within 365 days after the Closing Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (or combination of Registration Defaults) and shall increase by 0.25 % per annum rate at the end of 0.50each subsequent 90-day period, but in no event shall all such increases in the aggregate exceed 1.00% for the second per annum, and in no event shall such increase exceed 0.25% per annum in any 90-day period following the occurrence regardless of how many Registration Defaults occur in such Registration Default, at a per annum rate of 0.75% for the third 90-day period following period. Following the occurrence cure of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required relating to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableparticular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadline90th day following the Issue Date, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline150th day following Issue Date, (iii) the Exchange Offer has not been Consummated consummated on or prior to the Consummation Deadline or 45th day following the effective date of the Exchange Offer Registration Statement, (iv) any a Shelf Registration Statement required by this Agreement has not been filed on or prior to 30 days after the obligation to do so arises, or (v) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is filed and declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable for its intended purpose without being succeeded by a post-effective amendment to such certain exceptions) in connection with resales of Notes in accordance with and during the periods specified in the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (ivv), a “"Registration Default”"), then the Company Issuer hereby agrees to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special in an amount equal to the additional interest (“"Special Interest”), ") which will accrue on the Old Notes and the New Notes (in addition to the Base Intereststated interest on the Old Notes and the New 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. Such Special Interest shall will accrue at a rate of 0.5% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event shall such rate exceed 1.5% per annum. Notwithstanding the foregoing, the Issuer shall not be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing each Holder of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as if the Registration Default arises from the failure of the Issuer to file, or cause to become effective, a result Shelf Registration Statement within the time period required by Section 4 of this Agreement and such clause (i)Registration Default is by reason of the failure of the Holders to provide the information regarding the Holders reasonably requested by the Issuer, (ii), (iii) the NASD or (iv), as applicable, shall ceaseany other regulatory agency having jurisdiction over any of the Holders at least 10 Business Days prior to such Registration Default. All accrued Special Interest shall be paid by the Issuer to the Holders entitled thereto, in the same manner provided for the payment in which payments of other interest in are made pursuant to the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, on each Interest Payment Date, as more fully the accrual of liquidated damages with respect to such Transfer Restricted Securities will cease. All obligations of the Issuer set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline60th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission SEC, (b) on or prior to the applicable Effectiveness Deadline120th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure certain exceptions) in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Issuer, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Guarantors hereby jointly and severally agree that if: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; (ii) any such on or prior to the 180th day following the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission Commission; (iii) on or prior to the applicable Effectiveness Deadline210th day following the Issue Date, (iii) neither the Exchange Offer has not been Consummated on or prior to consummated nor the Consummation Deadline or Shelf Registration Statement been has been declared effective by the Commission; or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease by the Commission, such Registration Statement ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Notes in accordance with and that is itself declared effective promptly during the periods specified herein, (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), a “Registration Default”), then liquidated damages in the Company hereby agrees to pay to each Holder form of Transfer Restricted Securities additional cash interest ("Special Interest") will accrue on the affected therebyNotes and the affected Exchange Notes, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which applicable. The rate of Special Interest shall accrue at a will be 0.25% per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such a Registration Default, at a increasing by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following up to a maximum amount of additional interest of 1.0% per annum, from and including the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of date on which any such Registration Default and at a per annum rate shall occur to but excluding the earlier of 1.0% thereafter for any remaining time period until (1) the date on which all Registration Defaults have been cured; provided that cured or (2) the Company shall in no event be required to pay date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuer and the Guarantors without further registration under the Securities Act. Notwithstanding the foregoing, (1) the amount of Special Interest for payable shall not increase because more than one Registration Default at any given time. Notwithstanding anything has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the contrary set forth herein, (1) upon filing benefits of the Exchange Offer Shelf Registration Statement (and/ori.e., if applicable, such Holder has not provided the information as required under Section 5 hereof) shall not be entitled to Special Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. (b) So long as Notes remain outstanding, the Issuer shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Special Interest is required to be paid. Any amounts of Special Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each January 31 and July 31 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Special Interest commences to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Notes. The amount of Special Interest for Registrable Notes will be determined by multiplying the applicable rate of Special Interest by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Special Interest with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), and multiplying such product by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notesdenominator of which is 360. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted SecuritiesRegistrable Notes, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) The Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Transfer Restricted Securities will suffer damages if the Company or any Registration Statement required by this Agreement is Subsidiary Guarantor fails to fulfill its material obligations under Section 2 or Section 3 hereof and that it would not filed be feasible to ascertain the extent of such damages with precision. Accordingly, the Commission on or prior Company and the Subsidiary Guarantors agree to pay Special Interest under the circumstances and to the applicable Filing Deadline, extent set forth below (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv)each, a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for be given independent effect) commencing on the first 90-day period immediately following on which the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such first Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults shall have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, occurred: (1i) upon filing of If (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Target Date or (and/or, if applicableB) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement), Statement and such Shelf Registration Statement is not declared effective on or prior to the date required by this Agreement; (ii) if the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the case terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Target Date; or (iiii) above, (2) upon the effectiveness of if the Exchange Offer Registration Statement (and/oror, if applicable, the a Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-has been declared effective amendment to the and such Registration Statement ceases to be effective or an additional Registration Statement usable in connection with resales of Transfer Restricted Securities, other than during any period that causes the Exchange Offer Registration Statement (and/or, if applicable, the or Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities Statement is unusable as a result of such clause (i), A) action reasonably taken by the Company or any of the Subsidiary Guarantors required by applicable law or (ii), (iiiB) the pending announcement of a material corporate transaction for which the Company has issued a written notice pursuant to Section 5(e)(iv) or (ivv) hereof (the “Blackout Period”), as applicable, provided that the Blackout Period shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, not exceed 45 days in the manner provided for the payment of interest any three-month period or 90 days in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default12-month period.

Special Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if (i) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on or prior to the applicable Filing Deadlinebeen consummated, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second 90-each subsequent 90 day period following that such Special Interest continues to accrue, provided that the occurrence rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Company); provided, however, that at the cure of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Company shall in no event not be required obligated to pay Special Interest provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for more than one Registration Default at any given timeSpecial Interest will be the only monetary remedy available to holders under this Agreement. (b) The Company shall notify the Trustee and the paying agent within five business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Notwithstanding anything Any amounts of Special Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each May 1 and November 1 (to the contrary set forth hereinholders of record on the April 15 and October 15 immediately preceding such dates), (1) upon filing commencing the first such date occurring after any such Special Interest commences to accrue. The amount of Special Interest will be determined by the Company by multiplying the applicable Special Interest rate by the principal amount of the Exchange Offer Registration Statement (and/orRegistrable Securities, if applicablemultiplied by a fraction, the Shelf Registration Statement)numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30-day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for denominator of which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default360.

Special Interest. (a) If any of the following events occurs (each such event in clauses (i) any through (v) below a "Registration Default"): (i) if by June 22, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) if by September 18, 1998, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective; (iii) if by October 19, 1998, neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by this Agreement is the Commission; (iv) if, notwithstanding the filing of the Exchange Offer Registration Statement or the effectiveness thereof or the consummation of the Registered Exchange Offer, pursuant to the terms of subparagraph (i) of Section 2(a) hereof, by the later of (x) June 22, 1998 and (y) 30 days after a request made pursuant to Section 2, a Shelf Registration Statement has not been filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, within 150 days after any such request; or (iiiv) if after either the Exchange Offer has not been Consummated on Registration Statement or prior the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to the Consummation Deadline be effective; or (ivB) any such Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail the related prospectus ceases to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to except as permitted in clauses paragraph (ib)) through (iv)in connection with resales of Transfer Restricted Notes during the periods specified herein, a “Registration Default”), then the Company hereby agrees to will pay special interest ("Special Interest") to each Holder of Transfer Restricted Securities affected therebyNotes, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, Default at a per annum rate of 0.50% per Transfer Restricted Note held by such Holder. The amount of Special Interest will increase by an additional 0.50% per annum per Transfer Restricted Note, for the second each subsequent 90-day period following until the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of date on which the Exchange Offer Registration Statement (and/or, if applicable, the or Shelf Registration Statement)Statement is filed or declared effective, in as the case may be, or such Registration Statement again becomes effective, or such Registration Statement prospectus becomes usable as the case may be, up to a maximum Special Interest with respect to any Registration Default of 1.50% per annum per Transfer Restricted Note. Such Special Interest is payable in addition to any other interest payable from time to time with respect to the Securities. (b) A Registration Default referred to in Section 6(a)(v) shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) above, (2) upon the effectiveness of the Exchange Offer such Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case Default has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Securities Act, quarterly unaudited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement related prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in no event shall the Company be required to disclose the business purpose for such suspension if the Company determines in good faith that such business purpose must remain confidential; provided further, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Special Interest shall be payable in accordance with respect to the Transfer Restricted Securities as a result of above paragraph from the day following such clause 45 day period until the date on which such Registration Default is cured. (i), (ii), (iiic) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid payable by the Company in cash on the regular interest payment dates with respect to the Notes, the Exchange Notes or the Private Exchange Notes to the Holders entitled theretoof record on the applicable record dates. The parties hereto agree that Special Interest provided in this Section constitutes a reasonable estimate of the damages that will be incurred by the Holders by reason of the failure of the Exchange Offer Registration Statement or the Shelf Registration Statement to be filed, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Datedeclared effective or to remain effective or such Registration Statement or related prospectus to be usable, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultcase may be.

Special Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, ; (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Deadline, Target Date; (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within seven business days by a post-effective amendment to such amendment, prospectus supplement or a report filed with the Commission under the Exchange Act that cures the failure of the Shelf Registration Statement that cures to be effective or usable; or (iv) in any twelve-month period the aggregate number of days in all Suspension Periods (or portions thereof) within such failure and that is itself declared effective promptly twelve-month period exceeds 150 days, (each such event referred to in foregoing clauses (i) through (iv), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") which will accrue on the principal amount of the Notes (in addition to the Base Interest, which Special Interest shall accrue stated interest on the Notes) at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. Notwithstanding the foregoing, no Special Interest will accrue with respect to a Registration Default described in Section 3(a)(iii) or Section 3(a)(iv) that in either case occurs as a result of action taken by the Company in compliance with Section 2(c) hereof. (b) Any amounts of Special Interest due pursuant to this Section 3 will be payable in cash on the regular interest payment dates with respect to any outstanding Notes. The amount of Special Interest will be determined by multiplying the applicable Special Interest rate by the principal amount of the Notes and further multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (c) Notwithstanding anything to the contrary contained herein, no Special Interest will accrue or be payable (i) if the Company has no obligation to file a Shelf Registration Statement pursuant to this Registration Rights Agreement or (ii) with respect to any period following the occurrence earlier to occur of such (x) the second anniversary of the Original Issuance Date or (y) the date on which the Registrable Securities may be sold or transferred pursuant to Rule 144(k) under the Act (or any similar provision then in force). (d) The Special Interest shall be the exclusive remedy available to the Holders for Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that Defaults. In no event shall the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to in excess of the contrary applicable rates set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon regardless of whether one or multiple Registration Defaults exist at the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultsame time.

Special Interest. If (a) The Company acknowledges and agrees that the Holders of Transfer Restricted Notes will suffer damages if any of the Company or the Guarantors, if any, fails to fulfill its material obligations under Sections 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional cash interest on the applicable Notes (“Special Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) any through (iii) below, a “Registration Default” and each of which shall be given independent effect): (i) if (A) neither the Exchange Offer Registration Statement required by this Agreement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing DeadlineDate as specified herein or (B) notwithstanding that the Company and the Guarantors have Consummated or will Consummate an Exchange Offer, the Company and the Guarantors, if any, are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the applicable Filing Date, then, commencing on the date after any such applicable Filing Date, Special Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such date, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or (ii) any such if (A) neither the Exchange Offer Registration Statement has not been nor the Initial Shelf Registration relating to the Notes is declared effective by the Commission SEC on or prior to the applicable Effectiveness DeadlineDate as specified herein or (B) notwithstanding that the Company and the Guarantors, (iii) if any, have Consummated or will Consummate an Exchange Offer, the Exchange Offer has Company and the Guarantors, if any, are required to file a Shelf Registration Statement and such Shelf Registration Statement is not been Consummated declared effective by the SEC on or prior to the Consummation Deadline or (iv) applicable Effectiveness Date, then, commencing on the date after any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv)applicable Effectiveness Date, a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% per annum for the first 90 days immediately following each such date, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period immediately following period; or (iii) if (A) the occurrence Company has not exchanged Exchange Notes for all Transfer Restricted Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the date that is 30 Business Days after the Effectiveness Date or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Default, Statement ceases to be effective at any time during the Effectiveness Period (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder) then Special Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum rate of 0.50% for the second first 90 days commencing on (x) the 30th Business Day after such Effectiveness Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Special Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period following period; provided, however, that the occurrence amount of such Registration Default, at a Special Interest accruing will not exceed 1.0% per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been curedtime; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1a) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the or a Shelf Registration Statement), Statement (in the case of clause (i) above), (2b) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the or Shelf Registration Statement), Statement (in the case of clause (ii) above), or (3c) upon Consummation the exchange of the Exchange Offer, Notes for all Notes tendered (in the case of clause (iiiiii)(A) above), or (4) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) Statement which had ceased to again be declared remain effective or made usable (in the case of clause (iviii)(B) above), the Special Interest payable with respect to on the Transfer Restricted Securities Notes as a result of such clause (i), (ii), (iii) or (ivthe relevant subclause thereof), as applicablethe case may be, shall ceasecease to accrue. All accrued Notwithstanding the foregoing, (x) the amount of Special Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) Special Interest shall be paid payable for Registration Defaults related to a failure of the Company to cause a Shelf Registration Statement to be declared effective only to those Holders who sought to have their Transfer Restricted Notes registered pursuant to Section 3 hereof. Special Interest pursuant to this Section 4 constitutes liquidated damages with respect to a Registration Default and shall be the exclusive monetary remedy available to the Holders entitled theretowith respect to a Registration Default. (b) The Company shall notify the Trustee within three Business Days after each and every date on which a Registration Default occurs in respect of which Special Interest is required to be paid (a “Registration Default Date”). Any accrued amounts of Special Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash in arrears on each Interest Payment Date (as defined in the Notes) and in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment The amount of Special Interest shall will be determined by multiplying the only remedy available to Holders for any Registration Defaultapplicable Special Interest rate by the applicable principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline60th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission SEC, (b) on or prior to the applicable Effectiveness Deadline120th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure certain exceptions) in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby agrees jointly and --------------------- severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special thereby additional interest (“"Special Interest”), ") in addition an amount equal to $.05 per ---------------- week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of special interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest special interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall immediately cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If If: (i) the Company and the Guarantors fail to file any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to before the applicable Applicable Filing Deadline, ; (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, ; (iii) the Company and the Guarantors fail to Consummate the Registered Exchange Offer has not been Consummated on or prior within 30 Business Days of the Effectiveness Deadline with respect to the Consummation Deadline Exchange Offer Registration Statement; or (iv) any the Shelf Registration Statement required by this Agreement or the Registered Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Entitled Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv)) above, a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% for per annum of the principal amount of Entitled Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default, at a . The rate of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum rate of Special Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Registered Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Entitled Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Entitled Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Entitled Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in sections 3(a) and 4(a), as applicable, (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay special, interest (“Special Interest”) to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition with respect to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a in an amount equal to 0.25% per annum rate of 0.50the principal amount of Transfer Restricted Securities held by such Holder. The amount of the Special Interest shall increase by an additional 0.25% for the second per annum in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that , up to a maximum amount of Special Interest 0.5% per annum of the principal amount of Transfer Restricted Securities. The Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to Record Holders by the Holders entitled thereto, in Company and the manner provided for the payment Guarantors by wire transfer of interest in the Indenture, immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully provided in the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Special Interest with respect to such Transfer Restricted Securities will cease. All payment obligations of the Company and the Guarantors set forth in the Indenture and preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the Notes. Notwithstanding 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 provided, however, that the fact that any securities for which Special Interest is due shall cease to accrue on the day immediately prior to the date such Transfer Restricted Securities cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior within 30 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantors that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, PROVIDED that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantors hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by an additional 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of period, but in no event shall such Registration Default, at increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate is referred to herein as "Special Interest." Following the cure of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required relating to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableparticular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Note shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Issuer and the Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, in cash, as liquidated damages, Special Interest on the Registrable Notes ("Special Interest") under the circumstances and to the ---------------- extent set forth below (each of which shall be given independent effect): (i) any if (A) the Exchange Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing DeadlineDate or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file an Initial Shelf Registration and such Shelf Registration is not filed on or prior to the 90th day (or 30 days, if the Filing Date has occurred prior to the Shelf Notice being given) after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 91st day (or the 31st day if the Filing Date has occurred prior to the Shelf Notice being given) following delivery of the Shelf Notice, Special Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum of the Accreted Value of the Registrable Notes for the first 90 days immediately following the Filing Date or such 91st day (or the 31st day if the Filing Date has occurred prior to the Shelf Notice being given), as the case may be, such Special Interest rate increasing by an additional 0.25% per annum of the Accreted Value of the Registrable Notes at the beginning of each subsequent 90-day period; (ii) any such if (A) the Exchange Registration Statement is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Is- xxxx has consummated or will consummate an Exchange Offer, the Issuer is required to file an Initial Shelf Registration and such Shelf Registration is not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineDate, then, commencing on the day after such applicable Effectiveness Date, Special Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum of the Accreted Value of the Registrable Notes for the first 90 days immediately following the day after the applicable Effectiveness Date, such Special Interest rate increasing by an additional 0.25% per annum of the Accreted Value of the Registrable Notes at the beginning of each subsequent 90-day period; and (iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated on or prior to 45 days after the Consummation Deadline or (iv) any date on which the Exchange Registration Statement required by this Agreement is filed and was declared effective but shall thereafter cease effective; (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer; or fail (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”)at any time during the Effectiveness Period, then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue on the Registrable Notes over and above the stated interest at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% per annum of the Accreted Value of the Registrable Notes for the second first 90 days commencing on the (x) 91st day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Special Interest rate increasing by an additional 0.25% per annum of the Accreted Value of the Registrable Notes at the beginning of each such subsequent 90-day period following period; provided, however, that the occurrence of such Registration Default, at a Special Interest rate on the Registrable Notes may not exceed in the aggregate 2.00% per annum rate of 0.75% for the third 90-day period following Accreted Value of the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been curedRegistrable Notes; provided provided, further, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the or each Shelf Registration Statement), (in the case of (i) above, ); (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the case may be (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, ); or (3) upon Consummation the exchange of the Exchange Offer, Notes for all Registrable Notes tendered (in the case of (iiiiii)(A) above, ) or (4) upon the filing effectiveness of a post-effective amendment to the an Exchange Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) which had ceased to again be declared remain effective or made usable (in the case of (iviii)(B) and (C) above), the Special Interest payable with respect to the Transfer Restricted Securities on any Registrable Notes then accruing Special Interest as a result of such clause (ior the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuer shall notify the Holders within three business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an "Event Date"). Any amounts of Special ---------- Interest due pursuant to (a)(i), (ii), (iiia)(ii) or (iv), as applicable, shall cease. All accrued Special Interest shall a)(iii) of this Section 4 will be paid payable in cash semi-annually on each February 1 and August 1 (to the Holders entitled thereto, of Registrable Notes of record on the regular record date therefor (as specified in the manner provided for Purchase Agreement) immediately preceding such dates), commencing with the payment first such date occurring after any such Special Interest commences to accrue. The amount of interest in Special Interest will be determined by applying the Indenture, applicable Special Interest rate to the Accreted Value of the Notes outstanding on each Interest Payment Date, as more fully set forth in the Indenture and the Notesa daily basis during such period but utilizing a 360-day year comprised of 12 30-day months. Notwithstanding the fact that any securities Registrable Notes for which Special Interest is due thereafter cease to be Transfer Restricted SecuritiesRegistrable Notes, all obligations of the Company Issuer to pay Special Interest with respect to such securities Registrable Notes shall survive until such time as such obligations with respect to such securities Registrable Notes shall have been satisfied in full. Notwithstanding anything contained herein or . (c) The parties hereto agree that the Special Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Sections 2 and 3 hereof and is a reasonable estimate of the damages that may be incurred by Holders of Registrable Notes in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultcircumstances set forth in Section 4(a).

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required the Exchange Offer has not been Consummated by this Agreement is not filed with the Commission on or prior to the applicable Filing Consummation Deadline, (ii) any such Shelf Registration Statement has not been filed with the Commission by the Shelf Filing Deadline, (iii) any Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), ) in addition an amount equal to the Base Interest, which Special Interest shall accrue at a 0.25% per annum rate of 0.25% the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest of 1.00% per annum of the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case earlier of (i) above, (2) upon the effectiveness cure of all Registration Defaults relating to the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of particular Transfer Restricted Securities or (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) abovedate particular Initial Notes are no longer Transfer Restricted Securities, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (a) The Issuer and the Purchasers agree that the Holders of Registrable Notes will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, in cash, as liquidated damages, Special Interest on the Registrable Notes ("SPECIAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) any if (A) the Exchange Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing DeadlineDate or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file an Initial Shelf Registration and such Shelf Registration is not filed on or prior to the 90th day (or 30 days, if the Filing Date has occurred prior to the Shelf Notice being given) after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 91st day (or the 31st day if the Filing Date has occurred prior to the Shelf Notice being given) following delivery of the Shelf Notice, Special Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% PER ANNUM of the aggregate principal amount of the Registrable Notes for the first 90 days immediately following the Filing Date or such 91st day (or the 31st day if the Filing Date has occurred prior to the Shelf Notice being given), as the case may be, such Special Interest rate increasing by an additional 0.25% PER ANNUM of the aggregate principal amount of the Registrable Notes at the beginning of each subsequent 90-day period; (ii) any such if (A) the Exchange Registration Statement is not declared effective on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file an Initial Shelf Registration and such Shelf Registration is not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineDate, (iii) then, commencing on the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to day after such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv)applicable Effectiveness Date, a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue on the Registrable Notes over and above the stated interest at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% PER ANNUM of the aggregate principal amount of the Registrable Notes for the second first 90 days immediately following the day after the applicable Effectiveness Date, such Special Interest rate increasing by an additional 0.25% PER ANNUM of the aggregate principal amount of the Registrable Notes at the beginning of each subsequent 90-day period following period; and (iii) if (A) the occurrence Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer 180 days after the Closing Time; (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer; or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration Defaultceases to be effective at any time during the Effectiveness Period (other than during a Blackout Period), then Special Interest shall accrue on the Registrable Notes over and above the stated interest at a per annum rate of 0.750.50% PER ANNUM of the aggregate principal amount of the Registrable Notes for the third first 90 days commencing on the (x) 91st day after such effective date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Special Interest rate increasing by an additional 0.25% PER ANNUM of the aggregate principal amount of the Registrable Notes at the beginning of each such subsequent 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been curedperiod; provided PROVIDED, HOWEVER, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to rate on the contrary set forth hereinRegistrable Notes may not exceed in the aggregate 2.00% PER ANNUM of the aggregate principal amount of the Registrable Notes; PROVIDED, FURTHER, that (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the or each Shelf Registration Statement), (in the case of (i) above, ); (2) upon the effectiveness of the Exchange Offer Registration Statement or each Shelf Registration, as the case may be (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, ); or (3) upon Consummation the exchange of the Exchange Offer, Notes for all Registrable Notes tendered (in the case of (iiiiii)(A) above, ) or (4) upon the filing effectiveness of a post-effective amendment to the an Exchange Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) that had ceased to again be declared remain effective or made usable (in the case of (iviii)(B) and (C) above), the Special Interest payable with respect to the Transfer Restricted Securities on any Registrable Notes then accruing Special Interest as a result of such clause (ior the relevant subclause thereof), as the case may be, shall cease to accrue. (b) The Issuer shall notify the Holders within three business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an "EVENT DATE"). Any amounts of Special Interest due pursuant to (a)(i), (ii), (iiia)(ii) or (iv), as applicable, shall cease. All accrued Special Interest shall a)(iii) of this Section 4 will be paid payable in cash semi-annually on each April 15 and October 15 (to the Holders entitled thereto, of Registrable Notes of record on the regular record date therefor (as specified in the manner provided for Purchase Agreement) immediately preceding such dates), commencing with the payment first such date occurring after any such Special Interest commences to accrue. The amount of interest in Special Interest will be determined by applying the Indenture, applicable Special Interest rate to the aggregate principal amount of the Notes outstanding on each Interest Payment Date, as more fully set forth in the Indenture and the Notesa daily basis during such period but utilizing a 360-day year comprised of twelve 30-day months. Notwithstanding the fact that any securities Registrable Notes for which Special Interest is due thereafter cease to be Transfer Restricted SecuritiesRegistrable Notes, all obligations of the Company Issuer to pay Special Interest with respect to such securities Registrable Notes shall survive until such time as such obligations with respect to such securities Registrable Notes shall have been satisfied in full. Notwithstanding anything contained herein or . (c) The parties hereto agree that the Special Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Sections 2 and 3 hereof and is a reasonable estimate of the damages that may be incurred by Holders of Registrable Notes in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultcircumstances set forth in Section 4(a).

Special Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section ‎2 or Section ‎3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if either (i) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission been consummated on or prior to the applicable Filing DeadlineExchange Date, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission SEC on or prior to the applicable Effectiveness Deadline, Exchange Date or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section ‎2 or ‎3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following that such Special Interest continues to accrue, provided that the occurrence of rate at which such Registration Default, at a per annum rate of Special Interest accrues may in no event exceed 0.75% for per annum) (such Special Interest to be calculated by the third 90-day period following Issuers); provided, however, that upon the occurrence cure of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the Company particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section ‎4, the Issuers shall in no event not be required obligated to pay Special Interest provided in Section ‎4‎(a)(ii) during a Shelf Suspension Period permitted by Section ‎3(a) hereof. The provisions for more than one Registration Default at any given timeSpecial Interest will be the only monetary remedy available to holders under this Agreement. (b) The Issuers shall notify the Trustee and the paying agent within five business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Notwithstanding anything Any amounts of Special Interest due pursuant to clause (a) of this Section ‎4 will be payable in cash semiannually on each May 15 and November 15 (to the contrary set forth hereinholders of record on the May 1 and November 1 immediately preceding such dates), (1) upon filing commencing the first such date occurring after any such Special Interest commences to accrue. The amount of Special Interest will be determined by the Issuers by multiplying the applicable Special Interest rate by the principal amount of the Exchange Offer Registration Statement (and/orRegistrable Securities, if applicablemultiplied by a fraction, the Shelf Registration Statement)numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30-day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for denominator of which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default360.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of January 21, 1999, between the Company and the Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing Deadline90th day following the date of the original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline150th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline 180th day following the date of the original issuance of the Securities, or (iv) any after the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with the Exchange Offer, in the case of the Exchange Offer Registration Statement, or resales of the Securities, in the case of the Shelf Registration Statement, at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to .50% of the principal amount of the Securities; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by .50% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 30th day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1.00% per annum. All accrued The Special Interest shall will be paid to the Holders entitled theretopayable in cash semiannually in arrears each February 1 and August 1, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy immediately available to Holders for any Registration Defaultfunds.

Special Interest. If (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Special Interest”) if any of the Securities are not Freely Tradable by the Exchange Date and either (i) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on or prior to the applicable Filing Deadlinebeen consummated, (ii) any such Registration Statement Shelf Registration, if required hereby, has not been declared effective by the Commission on SEC or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by Section 2 or 3 of this Agreement is filed and has been declared effective but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly under this Agreement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which . The Special Interest shall accrue on the principal amount of the Notes at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default (which rate will be increased by an additional 0.25% per annum rate of 0.50% for the second each subsequent 90-day period following that such Special Interest continues to accrue, provided that the occurrence rate at which such Special Interest accrues may in no event exceed 1.00% per annum) (such Special Interest to be calculated by the Issuers); provided, however, that at the earlier of such Registration Default, at a per annum rate (i) the cure of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that relating to the Company particular Registrable Securities or (ii) the particular Registrable Securities having become Freely Tradable, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities. Notwithstanding any other provisions of this Section 4, the Issuers shall in no event not be required obligated to pay Special Interest provided in Section 4(a)(ii) during a Shelf Suspension Period permitted by Section 3(a) hereof. The provisions for more than one Registration Default at any given timeSpecial Interest will be the only monetary remedy available to holders under this Agreement. (b) The Issuers shall notify the Trustee and the paying agent within five business days after each and every date on which an event occurs in respect of which Special Interest is required to be paid (an “Event Date”). Notwithstanding anything Any amounts of Special Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the contrary set forth hereinholders of record on the March 15 and September 15 immediately preceding such dates), (1) upon filing commencing the first such date occurring after any such Special Interest commences to accrue. The amount of Special Interest will be determined by the Issuers by multiplying the applicable Special Interest rate by the principal amount of the Exchange Offer Registration Statement (and/orRegistrable Securities, if applicablemultiplied by a fraction, the Shelf Registration Statement)numerator of which is the number of days such Special Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30-day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for denominator of which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default360.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of December 10, 2001, among the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. In the event that (i) any the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadline90th day following the date of the original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor, if applicable, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline180th day following the date of the original issuance of the Securities, (iii) the Exchange Offer has not been Consummated consummated on or prior to the Consummation Deadline 210th day following the date of the original issuance of the Securities, or (iv) any after the Shelf Registration Statement, if applicable, has been declared effective, such Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment more than 30 consecutive days in connection with resales of the Securities at any time that the Company is obligated to such maintain the effectiveness thereof pursuant to the Registration Statement that cures such failure and that is itself declared effective promptly Rights Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault 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; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured, upon which time the accrual of Special Interest will cease and the interest rate will automatically and immediately revert to the original interest rate; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest payable with respect to the Transfer Restricted Securities as accrue at a result rate in excess of such clause (i), (ii), (iii) or (iv), as applicable, shall cease1% per annum. All accrued The Special Interest shall will be paid to the Holders entitled thereto, payable in the manner provided for the payment of interest cash semiannually in the Indenture, on arrears each Interest Payment Date, as more fully set forth in the Indenture June 15 and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.December 15

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline45th day following the original issue date of the Securities (or if such 45th day is not a Business Day, (ii) any such the next succeeding Business Day), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) on or prior to the 120th day following the original issue date of the Securities (or if such 120th day is not a Business Day, the next succeeding Business Day), neither the Exchange Offer nor the Shelf Registration Statement has been declared effective by the Commission Commission, (c) on or prior to the applicable Effectiveness Deadline150th day following the original issue date of the Securities (or if such 150th day is not a Business Day the next succeeding Business Day), (iii) neither has the Exchange Offer has not Registration Statement been Consummated on or prior to consummated nor had the Consummation Deadline Shelf Registration Statement been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of Securities or New Securities in accordance with and during the periods specified in this Agreement, unless, in the case of this clause (d), a Shelf Registration Statement or its related Prospectus ceases to be effective or usable for its intended purpose without being succeeded solely as a result of the occurrence of material events with respect to the Company and/or the Subsidiary Guarantors that would be required by a post-effective amendment law to be described in such Shelf Registration Statement or the related Prospectus, PROVIDED that cures the Company shall promptly and in good faith amend or supplement such failure Shelf Registration Statement and that is itself declared effective promptly the related Prospectus to describe such events, (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") shall accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, special interest on the Securities and New Securities) from and including the date on which any such Registration Default shall have occurred to but excluding the date on which all Registration Defaults have been cured. Special Interest shall accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Subsidiary Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement, dated as of November 27, 1996, among the Company and the Initial Purchasers named therein (as such may be amended from time to time, the "Registration Agreement"). Capitalized terms used in this subsection (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to the applicable Filing DeadlineJanuary 24, 1997, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineMarcx 00, 0000, (iiixxx) xxxther the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline April 25, 1997, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special additional interest (“"Special Interest”), ") will accrue on this Security (in addition to the Base Interest, interest described in subsection (a) above) 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. Special Interest shall accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall Special Interest for more than one Registration Default accrue at any given timea rate in excess of 1.50% per annum. Notwithstanding anything Special Interest will be payable to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), holder hereof in the case of same manner as interest under subsection (ia) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within the period required by this Agreement after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement unless the Issuers have filed a Shelf Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective 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 effectiveness or be usable pursuant to this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that is itself immediately declared effective and that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Issuers and the Guarantor hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, thereby special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder for the first 90 days from and including such specified date, and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period immediately following the occurrence of such Registration Defaultthereafter, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given timein the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Issuers and the Guarantor (or the Issuers and the Guarantor will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company Issuers and the Guarantor to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in , but the Indenture interest rate borne by such securities will be reduced to the contrary, original interest rate borne by the payment of Special Interest shall Initial Notes at the time such securities cease to be the only remedy available to Holders for any Registration Defaulta Transfer Restricted Securities.

Special Interest. If (a) (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, 270th day following the Issue Date in the case of the Dollar Notes; and (ii) any such on or prior to the 270th day following the Original Issue Date in the case of the Sterling Notes, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (b) (i) on or prior to the 365th day following the Issue Date in the case of the Dollar Notes; and (ii) on or prior to the 365th day following the Original Issue Date in the case of the Sterling Notes, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company’s obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of Dollar Notes and Special Interest will accrue at a rate of £0.384 per week per £2,000 principal amount of Sterling Notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to any suspension period referred to in Section 3(b)(iii) above; provided, however, that if such suspension period exceeds 45 days in the Transfer Restricted Securities as a result of such clause (i)aggregate in any 12-month period, (ii), (iii) or (iv), as applicable, shall cease. All accrued then Special Interest shall be paid to accrue from and including the Holders entitled thereto, in 46th day of such suspension period. All obligations of the manner provided for Company and the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the original issue date of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (b) on or prior to the applicable Effectiveness Deadline150th day following the original issue date of the Securities, (iii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been Consummated declared effective, (c) on or prior to the Consummation Deadline 180th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure certain exceptions) in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “("Registration Default”"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“"Special Interest”), ") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a per annum rate of 0.25% for per annum during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay Special Interest for more than one Registration Default at any given timeshall such rate exceed 1.00% per annum. Notwithstanding anything to the contrary set forth herein, (1) upon filing All obligations of the Exchange Offer Registration Statement (and/or, if applicable, Company and the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to within 30 Business Days of the Consummation applicable Effectiveness Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly in connection with resales of Transfer Restricted Securities during the periods specified herein (each such event referred to in clauses (i) through (iv), a ““ Registration Default”Default ” ), then the Company hereby jointly and severally agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which thereby “ Special Interest shall accrue at a ” in an amount equal to $.05 per annum rate week per $1,000 in principal amount of 0.25% Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional $.05 per annum rate week per $1,000 in principal amount of 0.50% for the second Transfer Restricted Securities with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement (or a supplement to the prospectus included in any such Registration Statement, if applicable,) that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable usable, in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. (a) If (i) any Registration Statement required by this Agreement is not filed with of the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly following events occurs (each such event referred to in clauses (i) through (iv), iii) below a “"Registration Default”"): (i) if by February 9, 1998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) if by May 8, 1998, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective; (iii) if by June 8, 1998, neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Notes during the periods specified herein, then the Company hereby agrees to will pay special interest ("Special Interest") to each Holder of Transfer Restricted Securities affected therebyNotes, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, Default at a per annum rate of 0.50% per Transfer Restricted Note held by such Holder. The amount of Special Interest will increase by an additional 0.50% per annum per Transfer Restricted Note, for the second 90-each subsequent 90- day period following until the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of date on which the Exchange Offer Registration Statement (and/or, if applicable, the or Shelf Registration Statement)Statement is filed or declared effective, in as the case may be, or such Registration Statement again becomes effective, or such Registration Statement prospectus becomes usable as the case may be, up to a maximum Special Interest with respect to any Registration Default of 2.00% per annum per Transfer Restricted Note. Such Special Interest is payable in addition to any other interest payable from time to time with respect to the Securities. (b) A Registration Default referred to in Section 6(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) above, (2) upon the effectiveness of the Exchange Offer such Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case Default has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Securities Act, quarterly unaudited financial information with respect to the Company where such post- effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement related prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in no event shall the Company be required -------- ------- to disclose the business purpose for such suspension if the Company determines in good faith that such business purpose must remain confidential; provided -------- further, however, that in any case if such Registration Default occurs for a ------- ------- continuous period in excess of 45 days, Special Interest shall be payable in accordance with respect to the Transfer Restricted Securities as a result of above paragraph from the day following such clause 45 day period until the date on which such Registration Default is cured. (i), (ii), (iiic) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid payable by the Company in cash on the regular interest payment dates with respect to the Notes or the Exchange Notes to the Holders entitled theretoof record on the applicable record dates. The parties hereto agree that Special Interest provided in this Section constitutes a reasonable estimate of the damages that will be incurred by the Holders by reason of the failure of the Exchange Offer Registration Statement or the Shelf Registration Statement to be filed, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Datedeclared effective or to remain effective or such Registration Statement or related prospectus to be usable, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultcase may be.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, (ii) the Self Registration Statement required by this Agreement has not been declared effective by the Commission on or prior to the Shelf Effectiveness Deadline, or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for thereby special interest over and above the interest otherwise payable on the securities from and including the date on which any Registration Default shall occur but excluding the date on which such Registration Default, special interest Defaults have been cured (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a per annum rate of 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default, at a . The amount of the Special Interest shall increase by an additional 0.25% per annum rate of 0.50% for the second with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per annum; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. All accrued additional interest shall be paid by the Company in the same manner and at the same time as payments of interest. Notwithstanding anything to the contrary set forth herein, (1) upon filing Consummation of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)Offer, in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, or (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iviii) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iviii), as applicable, shall cease. All accrued Special Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior within 30 days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, unless a Shelf Registration Statement or its related Prospectus ceases to be effective or usable solely as a result of the occurrence of a material event with respect to the Company and/or the Guarantor that would be required by law to be described in such Shelf Registration Statement or the related Prospectus, provided that the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement or the related Prospectus to describe such event, (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company and the Guarantor hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such any Registration Default, at a Default and shall increase by an additional 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of period, but in no event shall such Registration Default, at increase exceed 1.00% per annum. Such additional interest to be paid pursuant to a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate is referred to herein as "Special Interest." Following the cure of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required relating to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableparticular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i)different Registration Default occurs, (ii), (iii) or (iv), as applicable, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. All accrued Special Interest accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all All obligations of the Company to pay Special Interest and the Guarantor set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Note shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Merger Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (iib) any such on or prior to the 180th day following the Merger Closing Date, the Exchange Offer Registration Statement has not been declared effective by the Commission effective, or on or prior to the applicable Effectiveness Deadline90th day following the Company's obligation to file the Shelf Registration Statement, the Shelf Registration Statement has not been filed, (iiic) on or prior to the 45th day following the date the Exchange Offer Registration Statement has been declared effective, the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline consummated, or (ivd) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure in connection with resales of Securities or New Securities in accordance with and that is itself declared effective promptly during the periods specified in this Agreement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), "SPECIAL INTEREST") will accrue on the principal amount of the Securities and the New Securities (in addition to the Base Interest, stated interest on the Securities and New Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of any such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until shall occur to but excluding the date on which all Registration Defaults have been cured; provided that the Company shall in no event be required to pay . Special Interest for more than one Registration Default will accrue at any given timea rate of $0.192 per week per $1,000 principal amount of notes. Notwithstanding anything to the contrary set forth hereinforegoing, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the no Special Interest payable shall accrue during or with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iiiany suspension period referred to in Section 3(b)(iii) or (iv), as applicable, shall ceaseabove. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Security at the time such securities Security is exchanged for a New Security shall survive until such time as all such obligations with respect to such securities shall Security have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. Following the Securities Assumption, the holder of this Security shall be entitled to the benefits of a Registration Agreement to be dated as of the Securities Assumption Date, among Parent, Financing and the Initial Purchasers named therein, or any other similar Registration Agreement for the registration of Additional Securities (each, a “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the relevant Registration Agreement. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate that is 180 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate that is 270 days after the Securities Assumption Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline later of the date that is 300 days after the Securities Assumption Date and 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) any after either the Exchange Offer Registration Statement required by this Agreement is filed and or the Shelf Registration Statement has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable (subject to be usable certain exceptions) in connection with resales of Original Securities or New Securities offered in exchange for its intended purpose without being succeeded by a post-effective amendment to such Original Securities, in accordance with and during the periods specified in, the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), ) will accrue on the principal amount of the Original Securities and the New Securities offered in exchange for such Original Securities (in addition to the Base Interest, stated interest on the Original Securities and such New Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall will accrue at a rate of 0.50% per annum rate of 0.25% for during the first 90-day period immediately following the occurrence of such Registration Default, at a Default and shall increase by 0.25% per annum rate at the end of 0.50% for the second each subsequent 90-day period following the occurrence of such Registration Defaultperiod, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall but in no event be required to pay shall such rate exceed 1.00% per annum. Special Interest for more than one will be computed on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, in the case of an event referred to in clause (ii) above, a Registration Default at any given time. Notwithstanding anything will not be deemed to have occurred so long as the contrary set forth herein, (1) upon filing of Issuer has used and is continuing to use its reasonable best efforts to cause the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaulteffective.

Special Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such (provided that if the Exchange Offer Registration Statement that cures such failure has been filed and that is itself declared effective promptly and the Exchange Offer is not thereafter permitted under applicable law or Commission policy, rule or regulation, this clause (iv) shall not result in a Registration Default if a Shelf Registration Statement is filed and declared effective prior to the Shelf Filing Deadline and the Shelf Effectiveness Deadline, respectively) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company Issuer and the Guarantors hereby agrees jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages (which shall be the Holders’ sole remedy for such any Registration Default), special interest over and above the interest otherwise payable on the securities from and including the date on which any Registration Default shall occur and to but excluding the date on which such Registration Defaults have been cured (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue ) at a rate of (i) 0.25% per annum rate of 0.25% for from and including the first 90-date on which any Registration Default shall occur and to and including the 90th day period immediately following the occurrence of such Registration Default, at a (ii) 0.50% per annum rate of 0.50% for from and including the second 90-day period 91st day, and to and including the 180th day, immediately following the occurrence of such Registration Default, at a (iii) 0.75% per annum rate from and including the 181st day, and to and including the 270th day, immediately following the occurrence of 0.75such Registration Default, and (iv) 1.0% for per annum from and including the third 90-271st day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all to but excluding the date on which such Registration Defaults have Default has been cured; provided that the Company Issuer and the Guarantors shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) ), or (iv), as applicable, shall cease. All accrued Special Interest shall be paid by the Issuer and the Guarantors (or the Issuer and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company Issuer and the Guarantors to pay Special Interest with respect to such securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement (or, if such date is not a Business Day, the next succeeding Business Day), (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior to within 165 days after the Consummation Deadline Issue Date (or, if such date is not a Business Day, the next succeeding Business Day) or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded in connection with resales of Transfer Restricted Securities during the periods required by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly this Agreement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Company Issuer and the Subsidiary Guarantors hereby agrees agree, jointly and severally, to pay special interest to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition with respect to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a rate equal to 0.25% per annum rate on the principal amount of 0.50% Notes constituting Transfer Restricted Securities held by such Holder for the second period of the Registration Default. The amount of the special interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that , up to a maximum amount of special interest of 1.5% per annum in the Company aggregate. Notwithstanding the foregoing, the Issuer and the Subsidiary Guarantors shall in no event not be required to pay Special Interest for more than one special interest to each Holder of Transfer Restricted Securities if the Registration Default arises from the failure of the Issuer and the Subsidiary Guarantors to file, or cause to become effective, a Shelf Registration Statement within the time period required by Section 4 of this Agreement and such Registration Default is by reason of the failure of the Holders to provide the information regarding the Holder reasonably requested by the Issuer, the NASD or any other regulatory agency having jurisdiction over any of the Holders at any given timeleast 10 business days prior to such Registration Default. Notwithstanding anything All accrued special interest shall be paid by the Issuer and the Subsidiary Guarantors on each Damages Payment Date to the contrary set forth herein, (1) upon filing Holders by wire transfer of immediately available funds or by federal funds check and to the Exchange Offer Holders of certificated securities by mailing a check to such Holders' registered addresses. Following the cure of all Registration Statement (and/or, if applicableDefaults relating to any particular Transfer Restricted Securities, the Shelf Registration Statement), in the case accrual of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable liquidated damages with respect to the such Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall will cease. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Issuer and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Subsidiary Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.

Special Interest. If The holder of this Security is entitled to the benefits of a Registration Agreement dated September 17, 1997 (the "Registration Agreement"), among the Company, the LTV Steel Company, Inc. ("LTV Steel") and the Purchasers named therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement has been filed with the Commission SEC on or prior to the applicable Filing Deadline60th day following the date of original issuance of the Securities, (ii) any such neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline150th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has not been Consummated consummated nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline 180th day following the date of the original issuance of the Securities, or (iv) any after the Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall effective, such Registration Statement thereafter cease ceases to be effective or fail usable in connection with resales of the Securities at any time that the Company is obligated to be usable for its intended purpose without being succeeded by a post-effective amendment maintain the effectiveness thereof pursuant to such the Registration Statement that cures such failure and that is itself declared effective promptly Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“the "Special Interest”), ") shall accrue (in addition to stated interest on the Base Interest, Securities) from and including the date on which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration DefaultDefault 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; provided, however, that such rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75shall increase by 0.25% for per annum from and including the third 90-91st day period following after the occurrence of first such Registration Default (and at a per annum rate of 1.0% thereafter for any remaining time period each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, shall the Special Interest accrue at a rate in excess of 1.00% per annum. The Special Interest will be payable with respect in cash semiannually in arrears each March 15 and September 15 in the same manner and to the Transfer Restricted Securities same Persons as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Defaultregular interest.

Special Interest. If (i) any the Company and the Guarantors fail to file either (A) an Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Exchange Deadline or (B) the Shelf Registration Statement prior to the Shelf Deadline, (ii) any such either (A) the Exchange Offer Registration Statement has filed by the Company is not been declared effective by the Commission on or prior to the applicable Exchange Offer Registration Statement Effectiveness DeadlineTarget Date or (B) the Shelf Registration Statement filed by the Company is not declared effective by the Commission prior to the Shelf Registration Effectiveness Target Date, (iii) the Exchange Offer has is not been Consummated on or prior to 30 Business Days after the Consummation Deadline Exchange Offer Registration Statement Effectiveness Target Date or (iv) any a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is filed and declared effective (or automatically becomes effective) as required but shall thereafter cease fails to be remain effective or fail to be usable becomes unusable in connection with resales for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly more than 30 calendar days, excluding any Blackout Period (each such event referred to in clauses (i) through (iv)) above, a “Registration Default”), then the Company hereby agrees to pay to each Holder of agree that the interest rate borne by the Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a be increased by 0.25% per annum rate of 0.25% for the first 90-day period immediately following the Exchange Deadline and by an additional 0.25% per annum with respect to each subsequent 90-day period, in each case for the period of occurrence of such the Registration Default, at up to a maximum Special Interest rate of 1.00% per annum rate thereafter (“Special Interest”), until the earlier of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing consummation of the Exchange Offer and such time as no Registration Statement (and/orDefault is in effect, if applicable, plus such additional amount of time as is required under the Shelf Registration Statementlast sentence of Section 6(c), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the which Special Interest payable with respect will cease to accrue and the interest rate on the Transfer Restricted Securities as a result will revert to the original rate; provided, however, that, if after the date such Special Interest ceases to accrue, another Registration Default occurs, Special Interest will again commence accruing pursuant to the foregoing provisions. In no event will Special Interest accrue under more than one of such clause the foregoing clauses (i), (ii), ) and (iii) or (iv)at any one time; provided, however, that the amount of Special Interest accruing on the Transfer Restricted Securities shall not exceed, in any event, 1.00% per annum. The obligations of the Company and the Guarantors to pay Special Interest as applicable, set forth in this Section 5 shall ceasebe the sole and exclusive remedy of the Holders for any Registration Default. All accrued Special Interest shall be paid to obligations of the Holders entitled thereto, in Company and the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Notes. Notwithstanding the fact preceding paragraph that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest are outstanding with respect to any Transfer Restricted Security at the time such securities security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.