Common use of Additional Interest Clause in Contracts

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five 2 Business Days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 5 Business Days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company Issuers hereby agrees agree to pay liquidated damages in the form to each Holder of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including affected thereby additional interest in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day following period or portion thereof that the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to continues for the first 90-day period during which immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the SecuritiesIssuers shall in no event be required to pay additional 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 additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) above, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement ceases to be effective, and (y) with respect to the period commencing such date on the 91st day following the day the Registration Default which a Holder shall have occurred completed its review pursuant to Section 6(c)(v) hereof and be continuing, equal provided any comments to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a such Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) Statement. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully set forth in the Indenture and the Securities. Upon Notwithstanding the cure fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of all Registration Defaults relating the Issuers to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to or on the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date; Date with respect to the Exchange Offer Registration Statement or (iii) except as provided in Section 4(b)(i) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, and that is itself immediately declared or automatically becomes effective (except in the case of a post-Registration Statement that ceases to be effective amendment, is itself immediately declared effective; or (ivor usable as specifically permitted by the last paragraph of Section 6 hereof) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iviii), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in that the form of additional interest ("ADDITIONAL INTEREST") with respect to rate borne by the Transfer Restricted Securities from and including shall be increased by 0.25% per annum during the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of any Registration Default and shall have occurred and be continuing, equal to increase by 0.25% per annum at the end of the principal amount of the Securitieseach subsequent 90-day period, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that but in no event shall Additional Interest accrue at a rate such increase exceed 1.00% per year exceeding 0.50% annum. Following the earliest of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or share otherwise becomes freely transferable by Holders other than affiliates of Common Stockthe Company without further registration under the Securities Act and (z) the date that is two years after the Closing Date, the accrual interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that if, after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees a Registration Default that pertains to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness PeriodShelf Registration Statement. All obligations of the Company and the Guarantors set forth in the first paragraph of this Section 3 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. If (a) If: (i) the Shelf Registration Statement is Exchange Offer has not filed with the Commission prior to been Consummated or on the Shelf Filing Deadline; (ii) the a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or on the Effectiveness Target Date; (iiib) except as provided in Section 4(b)(i) hereofif applicable, the a Shelf Registration Statement is filed and has been declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be usable for its intended purpose without being succeeded within five Business Days calculated by a post-effective amendment to the Shelf Registration Statement, a supplement to Issuers) commencing on (x) the Prospectus or a report filed with 361st day after the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure andInitial Placement Date, in the case of a post-clause (a) above, or (y) the day such Shelf Registration ceases to be effective amendmentin the case of clause (b) above; provided, is itself immediately declared however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective; or (iv) (A) prior to or , Additional Interest on the 45th Notes in respect of which such events relate as a result of such clause (or 60th daythe relevant subclause thereof), as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred shall cease to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interestaccrue. Notwithstanding any other provision provisions of this AgreementSection 5, no the Issuers shall not be obligated to pay Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth provided in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be 5 during a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Shelf Suspension Period permitted by Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default4(a) shall be such Additional Interesthereof.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Notes or New Notes, as the case may be, will suffer damages, damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with precisionthe resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), 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. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default were and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to occura maximum of 0.50% per annum with respect to all Registration Defaults, until the 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 Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 5 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Securities Notes or New Notes by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation . (d) All of the terms Company’s and the Guarantor’s obligations set forth in this Section 5 shall survive the termination of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestAgreement.

Additional Interest. (aThe parties hereto agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. The parties hereto further agree that this Section 2(c) Ifshall only apply with regard to Conversion Shares held by the applicable Holders. Accordingly, if: (i) the Shelf Company does not file the Registration Statement required under the first sentence of Section 2(a) on or before the date that is not filed with seven Business Days after the Commission prior to or on the Shelf Filing DeadlineClosing Date; (ii) the Shelf a Registration Statement has is not been declared effective by the Commission prior to on or on before the applicable Effectiveness Target DateDeadline; (iii) except as provided in Section 4(b)(ithe Company extends any Suspension Period beyond 45 days during any consecutive 12-month period; or (iv) hereof, the Shelf a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall thereafter cease a Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason, including by reason of its withdrawal or termination pursuant to be effective or Section 3(e), or, other than by reason of a Suspension Period as provided in Section 2(b), will fail to be usable for its intended purpose without such disability being succeeded cured within five 10 Business Days by a an effective post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in or the case effectiveness of a post-effective amendmentSubsequent Form S-3, is itself immediately declared effectiveand either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c); or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (By) Suspension Periods exceed an aggregate the Company fails to satisfy any condition set forth in Rule 144(i)(2) as a result of 90 days in which any 360 day periodof the Holders are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) (each such event referred to in foregoing clauses (i) through (iii) and this clause (iv), a "REGISTRATION DEFAULT"“Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay liquidated damages in the form of to each Holder, subject to Section 2(d), aggregate additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum during the 90-day period immediately following the occurrence of the principal amount of the Securitiesany Registration Default and shall increase by 0.50% per annum during each subsequent 90-day period; provided that in no event shall the Additional Interest accrue at a rate exceed 2.000% per year exceeding 0.50% annum, on all outstanding Notes (and all outstanding Conversion Shares to the extent Conversion Shares have been issued with respect to any Notes prior to the occurrence of the Registration Default and such Conversion Shares remain Registrable Securities); provided that the payment of Additional Interest on any such Conversion Shares will be calculated based on the principal amount of the Securities; and (B) in respect Notes as a result of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect which such Conversion Shares were issued; provided further that any such Additional Interest will cease to the first 90-day period in which a accrue to Holders hereunder when any such Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not remedied or be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interestcured.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Notes or New Notes, as the case may be, will suffer damages, damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with precisionthe resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a "Registration Default"), then additional interest ("Additional Interest") will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), 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. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default were and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to occura maximum of 0.50% per annum with respect to all Registration Defaults, until the 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 Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 5 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Securities Notes or New Notes by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation . (d) All of the terms Company's and the Guarantor's obligations set forth in this Section 5 shall survive the termination of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestAgreement.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in sections 3(a) and 4(a), as applicable, (ii) the Shelf any of such required Registration Statement Statements has not been declared effective by the Commission on or prior to or on the date specified for such effectiveness in sections 3(a) and 4(a), as applicable, (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date; Date with respect to the Exchange Offer Registration Statement, or (iiiiv) except as provided in Section 4(b)(i) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, effective (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees and the Guarantors jointly and severally agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the each Holder of Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default shall have occurred and be continuingDefault, in an amount equal to 0.25% $.05 per annum of the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Securities, and (y) Registration Default continues. The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first subsequent 90-day period in which until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25% maximum amount of additional interest of $.50 per annum of the week per $1,000 principal amount of the converted Transfer Restricted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default . The Company shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue be required to pay additional interest for more than one Registration Default at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) any given time. All accrued Additional Interest additional interest shall be paid in arrears to Record Holders by the Company and the Guarantors by wire transfer of immediately available funds or by federal funds check on each Additional Interest Damages Payment Date Date, as provided in the same manner as the payment of interest on the SecuritiesIndenture. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest additional interest with respect to such Security or share of Common Stock Transfer Restricted Securities will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the All payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company and the Guarantors set forth in this Section 3 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree full provided, however, that the Holders of additional interest shall cease to accrue on the day immediately prior to the date such Transfer Restricted Securities will suffer damages, and that it would not cease to be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestSecurities.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is Statements required by this Agreement are not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) the Shelf any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated within 30 business days, or on longer, if required by federal securities laws, after the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the Shelf Exchange Offer Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effectiveeffective (except as permitted in paragraph (b); or (ivsuch period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "BLACKOUT PERIOD") (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees and the Subsidiary Guarantors, jointly and severally, agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the each Holder of Transfer Restricted Securities from and including the day following the adversely affected by such Registration Default Default, in an amount equal to but excluding the earlier $.05 per week per $1,000 principal amount of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) Transfer Restricted Securities held by such Holder with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default Default. The amount of Additional Interest shall have occurred and be continuing, equal to 0.25% increase by an additional $.05 per annum of the week per $1,000 principal amount of the Securities, and (y) Transfer Restricted Securities with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first subsequent 90-day period in which (or portion thereof) until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25% maximum amount of Additional Interest of $.50 per annum of the week per $1,000 principal amount of the converted Transfer Restricted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) . All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date and the Subsidiary Guarantors in the same manner as interest is paid under the payment of interest on the SecuritiesNotes. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest with respect to such Security or share of Common Stock Transfer Restricted Securities will cease. The . (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company agrees where such post-effective amendment is not yet effective and needs to deliver all noticesbe declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), certificates the Company is proceeding promptly and other in good faith to amend or supplement (including by way of filing documents contemplated under the Exchange Act which are incorporated by reference into the Indenture Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in connection with any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the payment 31st day of Additional Interest. Notwithstanding any other provision of this Agreement, no such Blackout Period and Additional Interest shall accrue as to any Transfer Restricted Security be payable in accordance with the above paragraph from and after the earlier of day such Registration Default occurs until such Registration Default is cured or until the date such security Company is no longer a Transfer Restricted Security and required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the expiration related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the Effectiveness Periodaggregate of any 12-month period. All payment obligations of the Company and the Subsidiary Guarantors set forth in this Section 3 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. If (a) If: (i) the Shelf Registration Statement is Exchange Offer has not filed with the Commission prior to been Consummated or on the Shelf Filing Deadline; (ii) the a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Initial Placement Date, or on the Effectiveness Target Date; (iiib) except as provided in Section 4(b)(i) hereofif applicable, the a Shelf Registration Statement is filed and has been declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be usable for its intended purpose without being succeeded within five Business Days calculated by a post-effective amendment to the Shelf Registration Statement, a supplement to Issuers) commencing on (x) the Prospectus or a report filed with 361st day after the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure andInitial Placement Date, in the case of a post-clause (a) above, or (y) the day such Shelf Registration ceases to be effective amendmentin the case of clause (b) above; provided, is itself immediately declared however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective; or (iv) (A) prior to or , Additional Interest on the 45th Notes in respect of which such events relate as a result of such clause (or 60th daythe relevant subclause thereof), as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred shall cease to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interestaccrue. Notwithstanding any other provision provisions of this AgreementSection 5, no the Issuers shall not be obligated to pay Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth provided in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be 5 during a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Shelf Suspension Period permitted by Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default4(a) shall be such Additional Interesthereof.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 5 days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby additional interest in 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 form Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional 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 additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"1) upon the 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 additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (xiii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto in the same manner as provided for the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by in the Indenture on each Interest Payment Date as more fully set forth in connection with the payment of Additional InterestIndenture and the Notes. Notwithstanding the fact that any other provision of this Agreement, no Additional Interest shall accrue as securities for which additional interest is due cease to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All Securities, all obligations of the Company set forth in this Section 3 that are outstanding and the Guarantors to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) IfThe parties hereto agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) the Shelf Company does not file a Registration Statement is not filed with by the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf a Registration Statement has is not been declared effective by the Commission prior to on or on before the applicable Effectiveness Target DateDeadline; (iii) except as provided in Section 4(b)(ithe Company extends any Suspension Period beyond 45 days during any consecutive 12-month period; or (iv) hereof, the Shelf a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall thereafter cease a Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason, including by reason of its withdrawal or termination pursuant to be effective or Section 3(e), or, other than by reason of a Suspension Period as provided in Section 2(b), will fail to be usable for its intended purpose without such disability being succeeded cured within five 10 Business Days by a an effective post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in or the case effectiveness of a post-effective amendmentSubsequent Form S-3, is itself immediately declared effectiveand either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c); or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (By) Suspension Periods exceed an aggregate the Company fails to satisfy any condition set forth in Rule 144(i)(2) as a result of 90 days in which any 360 day periodof the Holders are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay liquidated damages in the form of to each Holder, subject to Section 2(d), aggregate additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum during the 90-day period immediately following the occurrence of the principal amount of the Securitiesany Registration Default and shall increase by 0.50% per annum during each subsequent 90-day period; provided that in no event shall the Additional Interest accrue at a rate exceed 2.000% per year exceeding 0.50% annum, on all outstanding Notes (and all outstanding Conversion Shares to the extent Conversion Shares have been issued with respect to any Notes prior to the occurrence of the Registration Default and such Conversion Shares remain Registrable Securities); provided that the payment of Additional Interest on any such Conversion Shares will be calculated based on the principal amount of the Securities; and (B) in respect Notes as a result of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect which such Conversion Shares were issued; provided further that any such Additional Interest will cease to the first 90-day period in which a accrue to Holders hereunder when any such Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not remedied or be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interestcured.

Additional Interest. (a) IfThe parties hereto agree that the Holders will suffer damages if the Company fails to fulfill their obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to Section 2(b), if: (i) the Shelf Company does not file a Registration Statement is not filed with covering all the Commission prior to Registrable Securities on or on before the Shelf Filing DeadlineDate; (ii) the Shelf such Registration Statement has is not been declared effective by the Commission prior to on or on before the Effectiveness Target Date; (iii) except the Company extends any Suspension Period (as provided in Section 4(b)(idefined below) hereof, the Shelf beyond forty-five (45) days during any consecutive one hundred eighty (180) day period; or (iv) a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall thereafter cease a Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to be effective or fail to be usable a Suspension Period as provided in Section 3(c), for its intended purpose without such disability being succeeded cured within five ten (10) Business Days by a an effective post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus Prospectus, or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act that cures such failure and, in or the case effectiveness of a post-effective amendment, is itself immediately declared effectivethe Registration Statement; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then for so long as any Notes or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder Holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, Notes or Registrable Securities then outstanding aggregate Additional Interest equal to 0.25% per annum year on all outstanding Notes constituting Registrable Securities (and all outstanding Common Stock to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Common Stock remain Registrable Securities) for the first 90 days after such Registration Default and then, if such Registration Default is then continuing, 0.50% per year on all outstanding Notes constituting Registrable Securities (and all outstanding Common Stock to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Common Stock remain Registrable Securities); provided that any payment on Common Stock will be calculated based on the principal amount of the Notes as a result of conversion of which such Common Stock have been issued to the extent such Common Stock constitute Registrable Securities; provided, further, that any such Additional Interest will cease to accrue to Holders hereunder and under the Indenture when any such Registration Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and (y) with respect subject to the period commencing on terms and conditions of, the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in Indenture. In no event shall Additional Interest accrue under the terms of this Registration Rights Agreement and the Indenture at a rate per year exceeding 0.50% in excess of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum pursuant to this Registration Rights Agreement and the Indenture, regardless of the principal amount number of events or circumstances giving rise to the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears requirement to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be pay such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five 2 Business Days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 2 Business Days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees to pay liquidated damages in the form to each Holder of Transfer Restricted Securities affected thereby additional interest (the "ADDITIONAL INTERESTAdditional Interest") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective). Additional Interest shall accrue, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which (or portion thereof) immediately following the occurrence of the first Registration Default, at a Registration Default shall have occurred and be continuing, equal to rate of 0.25% per annum of the aggregate principal amount of the SecuritiesTransfer Restricted Notes on the date of such Registration Default, and payable in cash semiannually in arrears on each Interest Payment Date, commencing on the date of such Registration Default. The rate of the Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period (yor portion thereof) until all Registration Defaults have been cured, up to a maximum rate of Additional Interest for all Registration Defaults of 1.00% per annum. 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 Registered 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 Additional Interest payable with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum Transfer Restricted Securities as a result of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and such clause (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesi), (xii), (iii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as 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 Additional Interest is due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Company to any particular Security or share of Common Stock, the accrual of pay Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2.1 and (x) such Exchange Offer Registration Statement is not on file with the SEC by the 420th day after the issuance of the Initial Notes; (y) such Exchange Offer Registration Statement does not become effective by the 480th day after the issuance of the Initial Notes or (z) the Exchange Offer is not completed within 60 days after the date on which the Exchange Offer Registration Statement has been declared effective, or (ii) a Shelf Registration Statement is not filed required in accordance with the Commission prior to or on the Shelf Filing Deadline; (ii) the Section 2.2 and such Shelf Registration Statement (x) has not been declared effective by the Commission on or prior to or on the Effectiveness Target Date; 90th day following (iiiA) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) date of the Exchange Act that cures such failure anddetermination, in the case of a post-effective amendment, is itself immediately declared effective; or (ivShelf Registration Statement required pursuant to Section 2.2(a)(i) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate such date, in the case of 90 a Shelf Registration Statement required pursuant to Section 2.2(a)(ii), or (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 2.2(a)(iii), or (y) is declared effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 360 day period, 12-month period (each such any event referred to in the foregoing clauses (i) through or (ivii) a “Registration Default”), a "REGISTRATION DEFAULT")then, in each case, the Company hereby agrees to pay liquidated damages in interest rate on the form of then outstanding Transfer Restricted Notes will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) an additional interest ("ADDITIONAL INTEREST") 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 1.00% per annum, in each case until the Transfer Restricted Securities earlier to occur of (1) the date that the Registration Default is cured and (2) the date that is the two year anniversary of the issue date of the Initial Notes. Any amounts payable under this paragraph shall be deemed “Additional Interest” for purposes of this Agreement. (b) The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any Additional Interest due shall be payable on each interest payment date to the Holder of Initial Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the Registration Default to but excluding applicable Event Date. Notwithstanding the earlier of foregoing, (1) the day on which the Additional Interest shall not accrue in respect of more than one Registration Default has been cured at any time and (2) any Holder of Transfer Restricted Notes who fails to provide the date information requested by the Shelf Registration Statement is no longer required Issuers in accordance with Section 3 of this agreement shall not be entitled to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect payment of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees any Registration Default occurring pursuant to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive 2.5(a)(ii) until such time as all Holder has provided such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interestinformation.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline, or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified herein without being succeeded within five Business Days in 30 days by 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, a supplement ) to the Prospectus again be declared effective or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, made usable (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company hereby agrees to pay liquidated damages to each Holder affected thereby additional interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the form Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional 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 until all Registration Defaults have been cured, up to a maximum amount of additional interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"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 additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (x) with respect to the first 90-day period in which a Registration Default iii), or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record Holders by the Company (or the Company will cause the Paying Agent to make such payment on each Additional Interest Payment Date its behalf) to the Holders entitled thereto, in the same manner as provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common StockIndenture, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates Initial Notes and other documents contemplated by the Indenture in connection with the payment of Additional InterestExchange Notes. Notwithstanding the fact that any other provision of this Agreement, no Additional Interest shall accrue as securities for which additional interest are due cease to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All Securities, all obligations of the Company set forth in this Section 3 that are outstanding to pay additional interest with respect to any securities that accrued prior to the time that such securities ceased to be Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Notes will suffer damagesdamages if the Issuers fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the event that either (i) the Registered Exchange Offer is not completed (other than in the event the Issuers and the Guarantors file a Shelf Registration Statement) or (ii) the Shelf Registration Statement, if required hereby, is not declared effective, in either case on or prior to 425 days after the Issue Date (the “Target Registration Date”), the interest rate on the Notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (y) an additional 0.25% per annum thereafter (provided that the interest rate on the Notes will not be increased by more than 1.0% per annum in the aggregate) in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the Commission. (b) If the Shelf Registration Statement has been declared (or becomes automatically) effective and thereafter either ceases to be effective, or the prospectus contained therein ceases to be usable at any time during the Shelf Registration Period (as a result of the issuance by the Issuers and the Guarantors of a notice that the Shelf Registration Default were Statement is unusable pending the announcement of a material corporate transaction, the issuance by the Issuers and the Guarantors of a notice suspending use of the Shelf Registration Statement as may be required under applicable securities laws to occurbe issued or for any other reason), and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any twelve-month period, then the interest rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the 61st day in such twelve-month period) by (x) 0.25% per annum for the first 90-day period immediately following such 60th day of ineffectiveness or lack of usability and (y) an additional 0.25% per annum thereafter (provided that the interest rate on the Notes will not be increased by more than 1.0% per annum in the aggregate), which additional interest shall cease to accrue on such date that the Shelf Registration Statement has again been declared effective or the prospectus contained therein again becomes usable. If after any such cessation of the accrual of additional interest the Shelf Registration Statement again ceases to be effective or the prospectus contained therein again ceases to be usable beyond the period permitted above, additional interest will again accrue pursuant to the foregoing provisions. (c) The Issuers shall notify the Trustee and the paying agent under the Indenture promptly upon the happening of each and every event that results in the accrual of additional interest pursuant to Section 3(a) or 3(b) (any such event being called a “Registration Default”). The Issuers shall pay the additional interest due on the Transfer Restricted Notes by depositing with the paying agent (which may not be either of the Issuers for these purposes), in trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Notes, sums sufficient to pay the additional interest then due. The additional interest due shall be payable on each interest payment date specified by the Indenture and the Notes to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay additional interest shall be deemed to accrue from and including the date of the applicable Registration Default. (d) The parties hereto further agree that the Additional Interest liquidated damages in the form of additional interest provided for in this Section 3 constitutes constitute a reasonable estimate of and are intended to constitute the sole damages that may will be incurred suffered by Holders of Transfer Restricted Securities Notes by reason of a the failure of (i) the Registered Exchange Offer to be completed, (ii) the Shelf Registration Default. ThereforeStatement, if required hereby, to be declared effective or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement. (e) As used herein, the parties hereto agree that term “Transfer Restricted Notes” means (i) each Note until the sole damages payable date on which such Note has been exchanged for a violation freely transferable Exchange Note in the Registered Exchange Offer, or (ii) each Note until the date on which it has been registered under the Securities Act and disposed of in accordance with the terms Shelf Registration Statement. In addition and solely for the purposes of this Agreement Section 8 hereof, “Transfer Restricted Note” also means each Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or may be resold to the public in accordance with respect Rule 144 by a person that is not an “affiliate” (as defined in Rule 144). Notwithstanding anything to which Additional Interest is expressly the contrary in Sections 3(a) and 3(b) hereof, the Issuers shall not be required to pay additional interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided for (including any non-compliance with a covenant that resultsby it, directly or indirectlyif any, in a Registration Default) shall be such Additional Interestpursuant to Section 4(n).

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within ten business days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby (subject to Section 4(b)) additional interest in 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 Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in the form principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest 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 liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"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 additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (xiii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Indenture, on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stockeach Interest Payment Date, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by as more fully set forth in the Indenture in connection with and the payment of Additional InterestNotes. Notwithstanding the fact that any other provision of this Agreement, no Additional Interest shall accrue as securities for which additional interest is due cease to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All Securities, all obligations of the Company set forth in this Section 3 that are outstanding to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) IfNotwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) the Shelf Registration Statement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; (ii) [60th] day following the Issue Date, a Shelf Registration Statement has not been filed with the Commission; or (ii) on or prior to the [180th] day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission prior to or on the Effectiveness Target DateCommission; (iii) except as provided in Section 4(b)(iafter the effectiveness date of any Shelf Registration Statement, (x) hereof, the such Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file (and have declared effective), within five Business Days by Days, a post-effective amendment to the such Shelf Registration Statement, a Statement or amendment or supplement to the Prospectus contained therein or a report filed such other document with the Commission pursuant to Section 13(a)make such Shelf Registration Statement effective or such Prospectus usable, 13(c)or (y) the Suspension Periods exceed [45] or [60] calendar days, 14 as applicable, whether or 15(d) of the Exchange Act that cures such failure andnot consecutive, in any [90] calendar day period, or more than [120] calendar days, whether or not consecutive, during any 360 calendar day period during the case of a post-effective amendment, is itself immediately declared effectiveEffectiveness Period; or (iv) (Athe Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) prior hereof, provided that such failure is not solely due to or on the 45th or 60th day, as the case may be, failure of any Suspension Period, such suspension has not been terminated or (Ba Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(ii) Suspension Periods exceed an aggregate of 90 days in any 360 day period, hereof (each such event referred to in foregoing clauses of (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees shall be required to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities “Additional Interest”), from and including the day following the such Registration Default to but excluding the earlier of (1) the day on which the such Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effectivecured, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding annum equal to an additional [one-quarter of one percent (0.25%)] of the Applicable Amount 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. In the event any Registrable Securities that are Securities are converted into Common Stock during the continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default [___]% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder number of shares of Common Stock issued the Holder would have otherwise received upon conversion of Securities, (x“Additional Shares”) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the shall be payable on such converted Securities. (b) All accrued In the case of a Registration Default described in Sections 7(a)(i)–(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in arrears to Record Holders by cash semiannually in arrears, with the Company first semiannual payment due on each the first interest payment date following the date on which such Additional Interest Payment Date begins to accrue, to the Notice Holders in whose name the same manner Securities or Common Stock issued upon conversion of the Securities are registered at the close of business on [Month] __ or [Month] __, whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stockprovided in Section 9(a) hereof, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue Shares as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect 7 shall be the exclusive cash (or asset, as the case may be) remedy available to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, In no event shall the parties hereto agree that the sole damages payable for a violation Company be required to pay Additional Interest in excess of the terms applicable maximum amount of this Agreement with respect to which Additional Interest is expressly provided for [one-half of one percent (including any non-compliance with a covenant that results0.50%)] set forth above, directly regardless of whether one or indirectly, in a multiple Registration Default) shall be such Additional InterestDefaults exist.

Additional Interest. (a) If: In the event that (i) the Partnership has not filed the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with the Commission prior on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or on the Shelf Filing Deadline; (ii) the such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission prior under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or on the Effectiveness Target Date; Section 3(b), respectively, or (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been consummated within 260 days after the date of issuance of the Securities, or (iv) hereof, the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 3(b) hereof is filed and declared effective but, during by the Effectiveness Period, Commission under the Act but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as specifically permitted herein) without being succeeded within five Business Days immediately by a post-an additional Registration Statement filed and declared effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with by the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of under the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), ) is referred to herein as a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees to Partnership shall pay liquidated damages in the form of additional interest ("ADDITIONAL INTERESTAdditional Interest") with respect on the affected Securities that will accrue and be payable semiannually on the Securities (in addition to the Transfer Restricted Securities stated interest on such Securities) from and including the day following the date such Registration Default to occurs to, but excluding excluding, the earlier of (1) the day date on which all Registration Defaults are cured (at which time the interest rate will be reduced to its initial rate). During the time that Additional Interest is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period, and will increase by 0.25% per annum for each subsequent 90-day period during which any such Registration Default continues; provided, however, the rate of Additional Interest shall not exceed 0.50% per annum in the aggregate regardless of the number of Registration Defaults. Additional Interest shall not accrue if the Partnership has been cured and (2) filed the Exchange Offer Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) but is unable to complete the Registered Exchange Offer because of a change in applicable law and the Partnership then proceeds to file the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be filed pursuant to Section 3(b) and the Shelf Registration Statement is no longer declared by the Commission under the Act on or before the date which such Registration Statement is required to be kept effectivedeclared effective under the Act pursuant to Section 3(b). If, accruing at after the cure of all Registration Defaults then in effect, there is a rate: (A) subsequent Registration Default, the rate of Additional Interest that shall initially be in respect effect upon the occurrence of the Securities, to each holder of Securities, (x) with respect to such subsequent Registration Default shall be 0.25% per annum during the first 90-day period during which a following the occurrence of such Registration Default, regardless of the rate of Additional Interest in effect at the time of any prior Registration Default shall have occurred and be continuing, equal to 0.25% per annum at the time of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect cure of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a such prior Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted SecuritiesDefault. (b) All accrued Additional Interest shall be paid in arrears Without limiting the remedies available to Record Holders the Initial Purchasers and the Holders, the Partnership acknowledges that any failure by the Company on each Additional Interest Payment Date Partnership to comply with its obligations under Section 2(a) and Section 3(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the same manner as the payment event of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stocksuch failure, the accrual of Additional Interest with respect to Initial Purchasers or any Holder may obtain such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue relief as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, required to specifically enforce the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration DefaultPartnership's obligations under Section 2(a) shall be such Additional Interestand Section 3(b) hereof.

Additional Interest. If (a) If: (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (iib) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or on prior to the Effectiveness Target Date; Consummation Deadline or (iiid) except as provided in Section 4(b)(i) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as applicable, without being succeeded within five Business Days immediately by a post-effective amendment 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 (each such event referred to in clauses (a) through (d), a “Registration Default”), then the Issuers and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $ 1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon Filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) 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, a supplement ) to the Prospectus again be declared effective or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure andmade usable, in the case of a post-effective amendment, is itself immediately declared effective; or clause (ivd) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT")above, the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1a), (b), (c) the day or (d), as applicable, shall cease on which the Registration Default has been cured and (2) the date of such cure and the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect interest rate on such Transfer Restricted Securities will revert to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect interest rate on such Transfer Restricted Securities prior to the period commencing on the 91st day following the day the applicable Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) Default. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as 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 and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Issuers and the Guarantors to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that A Holder of Notes or Exchange Notes who is not entitled to the Holders benefits of Transfer Restricted Securities will suffer damages, and that it would a Shelf Registration Statement shall not be feasible entitled to ascertain the extent of such damages additional interest with precision, if respect to a Registration Default were that pertains to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a such Shelf Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestStatement.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is Statements required by this Agreement are not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) the Shelf any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to or on the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an “Effectiveness Target Date; ”), (iii) except as provided in Section 4(b)(i) hereofthe Exchange Offer has not been Consummated within 30 Business Days, or longer if required under applicable U.S. federal securities laws, after the Shelf date on which the Exchange Offer Registration Statement was declared effective by the Commission or (iv) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities during the periods specified in Sections 3(b), 3(d) and 4(a), as applicable, without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effective; or effective (iv) (A) prior to or on the 45th or 60th day, except as the case may be, of any Suspension Periodpermitted in Section 5(b), such suspension has period of time during which any such Registration Statement is not been terminated effective or (Bany such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees and the Guarantors, jointly and severally, agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the each Holder of Transfer Restricted Securities from and including the day following the adversely affected by such Registration Default Default, in an amount equal to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) 0.25% per annum with respect to the first 90-day period during which a (or portion thereof) immediately following the occurrence of such Registration Default Default. The amount of Additional Interest shall have occurred and be continuing, equal to increase by an additional 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first subsequent 90-day period in which (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Default shall have occurred and be continuing, equal to 0.25Defaults of 1.0% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) annum. All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date and the Guarantors in the same manner as interest is paid under the payment of interest on the SecuritiesNotes. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest with respect to such Security or share of Common Stock Transfer Restricted Securities will cease, and the interest rate on the Transfer Restricted Securities will revert to the original rate. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue be computed based on the actual number of days elapsed in each 90-day period in which there is a Registration Default. (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantors 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) the occurrence of other material events with respect to the Company and the Guarantors that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company and the Guarantors are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in any Transfer Restricted Security case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period, and Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company and after the earlier of the date such security is Guarantors are no longer a Transfer Restricted Security and required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the expiration related Prospectus usable; provided further, however, that in no event shall the total of all Blackout Periods exceed 45 days in the Effectiveness Period. aggregate of any 12-month period. (c) All payment obligations of the Company and the Guarantors set forth in this Section 3 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If:Notwithstanding any postponement of effectiveness permitted by Section 2(a) hereof, if (i) a Shelf Registration Statement has not been filed with the Commission on or prior to the 90th day following the Closing Date, if at such time the Company is eligible to file a registration statement on Form S-3 or, if the Company is not eligible to file a registration statement on Form S-3 at such time, the 135th day after the Closing Date, or (ii) the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day following the Closing Date, if the Company is required to file a Shelf Registration Statement covering resales of Registrable Securities within 90 calendar days after the Closing Date or the 225th day after the Closing Date if the Company is required to file such Shelf Registration Statement on or prior to the 135th calendar day after the Closing date (each, a "Registration Default"), the Company shall be required to pay additional interest ("Additional Interest"), 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 is not filed with the Commission prior ceases to or on the Shelf Filing Deadline; be effective when so required to be effective, (ii) the Shelf Registration Statement has not been declared effective by Company suspends the Commission prior use of the Prospectus pursuant to Section 2(c) or on the Effectiveness Target Date; 3(j) hereof, (iii) except as provided in the Holders are not authorized to use the Prospectus pursuant to Section 4(b)(i3(g) hereof, hereto or (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement is filed and declared effective but(an "Effective Failure") for more than 30 days, 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 Effectiveness Period, Company shall thereafter cease pay Additional Interest at a rate per annum equal to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a postan additional one-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dquarter of one pecent (0.25%) of the Exchange Act that cures such failure and, in principal amount of the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on Registrable Securities for the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of first 90 days in any 360 day period, after the occurrence of the event and an amount equal to one-half of one percent (each such event referred to in foregoing clauses (i0.50%) through (iv), a "REGISTRATION DEFAULT"), of the Company hereby agrees to pay liquidated damages in the form principal amount of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Registrable Securities from and including the 91st day following after the Registration Default to but excluding occurrence of the event until the earlier of (1) the day on which time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Default has been cured and Statement or (2) the date expiration of the Shelf Registration Statement is Effectiveness Period. (c) Notwithstanding the foregoing, in no longer required event will Additional Interest be payable in connection with a failure to register the Common Stock. For the avoidance of doubt, if the Company fails to register both the Securities and the Common Stock, then the Additional Interest shall be payable in connection with the failure to register the Securities. (d) Any amounts to be kept effectivepaid as Additional Interest pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, accruing at a rate: with the first semi-annual payment due on the first [Interest Payment Date] (A) as defined in the Indenture), as applicable, following the date of such Registration Default or Effective Failure, as applicable. Such Additional Interest will accrue in respect of the SecuritiesSecurities at the rates set forth in paragraphs (a) or (b) of this Section 7, to each holder of Securitiesas applicable, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of on the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (be) All accrued Except as provided in Section 8(b) hereof, the Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect 7 shall be the exclusive monetary remedy available to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were or Effective Failure. In no event shall the Company be required to occur. The parties hereto further agree that the pay Additional Interest provided for in this Section 3 constitutes a reasonable estimate excess of the damages that may be incurred by Holders applicable maximum amount of Transfer Restricted Securities by reason one-half of a one percent (0.50%) set forth above, regardless of whether one or multiple Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly Defaults or indirectly, in a Registration Default) shall be such Additional InterestEffective Failures exist.

Additional Interest. (a) If:Notwithstanding any postponement of effectiveness permitted by Section 2(a) hereof, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission (each, a “Registration Default”), the Company shall be required to pay additional interest (“Additional Interest”), 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 is not filed with the Commission prior ceases to or on the Shelf Filing Deadline; be effective, (ii) the Shelf Registration Statement has not been declared effective by Company suspends the Commission prior use of the Prospectus pursuant to Section 2(c) or on the Effectiveness Target Date; 3(j) hereof, (iii) except as provided in the Holders are not authorized to use the Prospectus pursuant to Section 4(b)(i3(g) hereof, hereto or (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement is filed and declared effective but(an “Effective Failure”) for more than 30 days, 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 Effectiveness Period, Company shall thereafter cease pay Additional Interest at a rate per annum equal to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a postan additional one-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dhalf of one percent (0.50%) of the Exchange Act that cures such failure and, in principal amount of Registrable Securities from the case 31st day of a postthe applicable 90-effective amendment, is itself immediately declared effective; or (iv) (A) prior to day period or on the 45th or 60th day91st day of the applicable 12-month period, as the case may be, of that any Suspension Period, such suspension Effective Failure has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding existed until the earlier of (1) the day on which time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Default has been cured and Statement or (2) the date expiration of the Shelf Registration Statement is no longer required Effectiveness Period. (c) Any amounts to be kept effectivepaid as Additional Interest pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, accruing at a rate: (A) with the first semi-annual payment due on the first interest payment date, as applicable, following the date of such Registration Default or Effective Failure, as applicable. Such Additional Interest will accrue in respect of the SecuritiesSecurities at the rates set forth in paragraphs (a) or (b) of this Section 7, to each holder of Securitiesas applicable, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of on the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in . In no event shall will Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of on any shares of Securities that have been converted into Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (bd) All accrued Except as provided in Section 8(b) hereof, the Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect 7 shall be the exclusive monetary remedy available to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were or Effective Failure. In no event shall the Company be required to occur. The parties hereto further agree that the pay Additional Interest provided for in this Section 3 constitutes a reasonable estimate excess of the damages that may be incurred by Holders applicable maximum amount of Transfer Restricted Securities by reason one-half of a one percent (0.50%) set forth above, regardless of whether one or multiple Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly Defaults or indirectly, in a Registration Default) shall be such Additional InterestEffective Failures exist.

Additional Interest. (a) IfThe occurrence of any of the following will constitute an “Event of Default” hereunder: (i) the Company fails to file a Shelf Registration Statement with the Commission on or prior to the 120th day following the Closing Date; (ii) such Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target 210th day following the Closing Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease Company fails to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by file a post-effective amendment to the Shelf Registration Statement, a supplement to or the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, amendment is itself immediately not declared effective, within the periods required by Section 3(a)(ii) hereof; or (iv) the Shelf Registration Statement ceases to be effective (Aor the Company prevents or restricts Holders from effecting sales pursuant thereto) for more than 45 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 365-day period. In calculating the 45 or 90 day period, days on which the Company has been obligated to pay Additional Interest in respect of a prior to Event of Default under this clause (iv) within the applicable 90-day or on the 45th or 60th day365-day period, as the case may be, shall not be included. (b) Upon the occurrence of any Suspension Event of Default, the Company shall be required to pay additional interest (“Additional Interest”) to each Holder of Registrable Securities in respect of the Registrable Securities at a rate per annum equal to one-quarter of one percent (0.25%) of the aggregate principal amount of Registrable Securities held by such Holder, from and including the Default Date (as hereinafter defined) to but excluding the Default Termination Date (as hereinafter defined) (the “Default Period”); provided, however, that if the Default Period exceeds 90 days, from and after the 91st day after the Default Date such suspension has not been terminated Additional Interest shall accrue at a rate per annum equal to one-half of one percent (0.50%) of the aggregate principal amount of Registrable Securities. The term “Default Date” shall mean: (i) with respect to clause (i) of Section 7(a) above, the 121st calendar day following the Closing Date; (ii) with respect to clause (ii) of Section 7(a) above, the 211th calendar day following the Closing Date; (iii) with respect to clause (iii) of Section 7(a) above, the first day following the date upon which the post-effective amendment was required to be filed or declared effective, as the case may be, pursuant to Section 3(a)(ii) above; and (Biv) Suspension Periods exceed an aggregate with respect to clause (iv) of 90 days in any 360 Section 7(a) above, the 46th day of such 90-day period or the 91st day of such 365-day period, as the case may be. The term “Default Termination Date” shall mean (each such event referred x) with respect to in foregoing clauses (i) through (iv)iii) of Section 7(a) above, a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement or the post-effective amendment, as the case may be, is no longer required to be kept either so filed or so filed and subsequently declared effective, accruing at a rate: (A) in respect of as the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securitiescase may be, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum clause (iv) of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (BSection 7(a) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stockabove, the accrual date the Shelf Registration Statement again becomes effective or the Holders of Additional Interest with respect Registrable Securities are again able to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by make sales under the Indenture in connection with the payment of Additional InterestShelf Registration Statement. Notwithstanding any other provision of this Agreementthe foregoing, no Additional Interest shall accrue as to any Transfer Restricted Registrable Security from and after the earlier of (1) the date such security is no longer a Transfer Restricted Registrable Security and (2) the expiration of the Effectiveness Registration Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) IfThe occurrence of any of the following will constitute an “Event of Default” hereunder: (i) the Company fails to file a Shelf Registration Statement with the Commission on or prior to the 90th day following the Closing Date; (ii) such Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target 180th day following the Closing Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease Company fails to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by file a post-effective amendment to the Shelf Registration Statement, a supplement to or the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, amendment is itself immediately not declared effective; or, within the periods required by Section 3(a)(ii) hereof; (iv) the Shelf Registration Statement ceases to be effective (Aor the Company prevents or restricts Holders from effecting sales pursuant thereto) for more than 45 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 365-day period. In calculating the 45- or 90-day period, days on which the Company has been obligated to pay Additional Interest in respect of a prior to Event of Default under this clause (iv) within the applicable 90-day or on the 45th or 60th day365-day period, as the case may be, shall not be included; or (v) after the Effective Date, the Company fails to make the filing required by Section 3(a)(ii) or, in the event such filing is a post-effective amendment to the Shelf Registration Statement that is required to be declared effective under the Securities Act, if such post-effective amendment is not declared effective within 45 days after such filing. (b) Upon the occurrence of any Suspension PeriodEvent of Default, the Company shall be required to pay additional interest (“Additional Interest”) (but in the case of paragraph 7(a)(v) above, only with respect to such suspension has Holders who have returned a completed and executed Notice and Questionnaire and not been terminated named as a selling securityholder in the Shelf Registration Statement) at a rate per annum equal to one-quarter of one percent (0.25%) of the aggregate principal amount of Registrable Securities, from and including the Default Date (as hereinafter defined) through and including the Default Termination Date (as hereinafter defined) (the “Default Period”); provided, however, that if the Default Period exceeds 90 days, from and after the 91st day after the Default Date such Additional Interest shall accrue at a rate per annum equal to one-half of one percent (0.5%) of the aggregate principal amount of Registrable Securities. The term “Default Date” shall mean: (i) with respect to clause (i) of Section 7(a) above, the 91st calendar day following the Closing Date; (ii) with respect to clause (ii) of Section 7(a) above, the 181st calendar day following the Closing Date; (iii) with respect to clause (iii) of Section 7(a) above, the first day following the date upon which the post-effective amendment was required to be filed or declared effective, as the case may be, pursuant to Section 3(a)(ii) above; and (Biv) Suspension Periods exceed an aggregate with respect to clause (iv) of 90 days in any 360 Section 7(a) above, the 46th day of such 90-day period or the 91st day of such 365-day period, as the case may be. The term “Default Termination Date” shall mean (each such event referred x) with respect to in foregoing clauses (i) through (iv)iii) of Section 7(a) above, a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement or the post-effective amendment, as the case may be, is no longer required to be kept either so filed or so filed and subsequently declared effective, accruing at a rate: (A) in respect of as the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securitiescase may be, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum clause (iv) of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (BSection 7(a) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stockabove, the accrual date the Shelf Registration Statement again becomes effective or the Holders of Additional Interest with respect Registrable Securities are again able to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by make sales under the Indenture in connection with the payment of Additional InterestShelf Registration Statement. Notwithstanding any other provision of this Agreementthe foregoing, no Additional Interest shall accrue as to any Transfer Restricted Registrable Security from and after the earlier of (1) the date such security is no longer a Transfer Restricted Registrable Security and (2) the expiration of the Effectiveness Registration Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages, 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 agrees that if: (i) the Exchange Offer is not consummated on or prior to the 210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (ii) the Shelf Registration Default were is required to occurbe filed but is not declared effective within the time period specified in Section 3(b)(x), or is declared effective by such date but thereafter ceases to be effective or usable (unless the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof), (each such event referred to in clauses (i) and (ii) a “Registration Default”), additional interest (“Additional Interest”) will accrue on the Registrable Notes required to be registered on a Shelf Registration Statement. The parties hereto further agree that the rate of Additional Interest provided will be 0.25% per annum for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason first 90-day period immediately following the occurrence of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders thereof (including, without limitation, pursuant to an effective Shelf Registration Statement), other than affiliates of the Company, without further registration under the Securities Act. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information as required by this Agreement) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is expressly provided required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in, at the election of the Issuer (made prior to the relevant record date in the case of cash interest payments), either (x) in cash or (y) for (including any non-compliance with a covenant that resultsinterest payment date on or after August 1, directly 2006 and on or indirectlyprior to February 1, 2010, through the issuance of Additional Notes in principal amount equal to such Additional Interest amount, in either case, semi-annually on each February 1 and August 1 (each a “Additional Interest Payment Date”), commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default) shall be ), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional InterestInterest 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.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is Statements required by this Agreement are not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) the Shelf any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 business days, or on longer, if required by federal securities laws, after the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the Shelf Exchange Offer Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within five Business Days two (2) business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effectiveeffective (except as permitted in paragraph (b); or (ivsuch period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees and Parent Guarantor, jointly and severally, agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTERESTAdditional Interest") with respect to the each Holder of Transfer Restricted Securities from and including the day following the adversely affected by such Registration Default Default, in an amount equal to but excluding the earlier $.05 per week per $1,000 principal amount of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) Transfer Restricted Securities held by such Holder with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default Default. The amount of Additional Interest shall have occurred and be continuing, equal to 0.25% increase by an additional $.05 per annum of the week per $1,000 principal amount of the Securities, and (y) Transfer Restricted Securities with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first subsequent 90-day period in which (or portion thereof) until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25% maximum amount of Additional Interest of $.50 per annum of the week per $1,000 principal amount of the converted Transfer Restricted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) . All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date and Parent Guarantor in the same manner as interest is paid under the payment of interest on the SecuritiesNotes. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest with respect to such Security or share of Common Stock Transfer Restricted Securities will cease. The Additional Interest will be calculated based on the actual number days such Additional Interest was applicable during the week. (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company agrees where such post-effective amendment is not yet effective and needs to deliver all noticesbe declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), certificates the Company is proceeding promptly and other in good faith to amend or supplement (including by way of filing documents contemplated under the Exchange Act which are incorporated by reference into the Indenture Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in connection with any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the payment 31st day of Additional Interest. Notwithstanding any other provision of this Agreement, no such Blackout Period and Additional Interest shall accrue as to any Transfer Restricted Security be payable in accordance with the above paragraph from and after the earlier of day such Registration Default occurs until such Registration Default is cured or until the date such security Company is no longer a Transfer Restricted Security and required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the expiration related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the Effectiveness Periodaggregate of any 12-month period. All payment obligations of the Company and Parent Guarantor set forth in this Section 3 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If:Subject to the proviso contained in Section 2(a), if on or prior to the 181st day following the Closing Date, a Shelf Registration Statement is not declared effective by the Commission, the Company shall be required to pay additional interest (“Additional Interest”), from and including the day following the date on which the Company was required to have declared effective a Shelf Registration Statement (the “Registration Default Date”) until a Shelf Registration Statement is declared effective, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the outstanding principal amount of the Securities, to and including the 90th day following such Registration Default Date and one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default Date until the earlier of (1) the time such Shelf Registration Statement is declared effective, (2) the expiration of the Effectiveness Period or (3) the commencement of a No Obligation Period. (b) In the event that (i) the Shelf Registration Statement ceases to be effective when it is not filed with the Commission prior required to or on the Shelf Filing Deadline; be so effective, (ii) the Shelf Registration Statement has not been declared effective by Company suspends the Commission prior use of the Prospectus pursuant to Section 2(b) or on the Effectiveness Target Date; 3(j) hereof, (iii) except as provided in the Holders are not authorized to use the Prospectus pursuant to Section 4(b)(i3(g) hereof, (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement is filed and declared effective but, during in violation of this Agreement or (v) the Effectiveness Period, Company shall thereafter cease to be effective or fail to be usable comply with its obligations under Section 2(c) (any such event being referred to as a “Effective Failure”) for its intended purpose without being succeeded within five Business Days by more than an aggregate of 60 days, whether or not consecutive, in any six-month period, then the Company shall pay the Additional Interest at a postrate per annum equal to an additional one-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dquarter of one percent (0.25%) of the Exchange Act that cures such failure andoutstanding principal amount of the Securities, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the 90th day following such Effective Failure and one-half of one percent (0.50%) thereof from and after the Registration Default to but excluding 91st day following such Effective Failure until the earlier of (1) the day on which time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Default has been cured and Statement, (2) the date expiration of the Shelf Registration Statement is no longer required Effectiveness Period or (3) the commencement of a No Obligation Period. (c) Any amounts to be kept effectivepaid as the Additional Interest pursuant to paragraphs (a) or (b) of this Section 6 shall be paid in cash semi-annually in arrears, accruing at a rate: with the first semi-annual payment due on the first Interest Payment Date (A) as defined in the Indenture), as applicable, following such Registration Default Date or the date of such Effective Failure, as applicable. Such Additional Interest will accrue in respect of the SecuritiesSecurities at the rates set forth in paragraphs (a) or (b) of this Section 6, to each holder of Securitiesas applicable, (x) with respect to on the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the outstanding principal amount of the Securities, and . (yd) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall No Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) shall be payable in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of the Securities, . (xe) with respect In no event shall the Company be required to pay Additional Interest in excess of 0.25% during and including the first 9090 days following an Effective Failure and in excess of one-day period in which a Registration Default shall have occurred half of one percent (0.50%) from and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing after the 91st day following the day the such Effective Failure as set forth above, regardless of whether there have occurred one or multiple Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted SecuritiesDates or Effective Failures. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) either the Exchange Offer Registration Statement or the Shelf Registration Statement is required by Sections 3 and 4 are not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in this Agreement, (ii) the Shelf any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) unless the Exchange Offer shall not be permissible under applicable law or on Commission policy, the Exchange Offer has not been Consummated (except with respect to Non-Eligible Notes) within 30 Business Days after the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the Shelf Exchange Offer Registration Statement or (iv) any Registration Statement required by Sections 3 and 4 is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as a result of a Suspension Notice for a period not to exceed that permitted by Section 7(d) below) without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 effective within 30 days in any 360 day period, after filing (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in that the form of additional interest ("ADDITIONAL INTEREST") with respect to rate borne by the Transfer Restricted Securities from and including shall be increased by 0.25% per annum during the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of any Registration Default and shall have occurred and be continuing, equal to increase by an additional 0.25% per annum at the end of the principal amount of the Securitieseach subsequent 90-day period, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that but in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25such increase exceed 1.00% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securitiesaggregate for all Registration Defaults (“Additional Interest”). Upon Following the cure of all Registration Defaults relating to any particular Security Transfer Restricted Securities (or share of Common Stockat such time as any Note ceases to be a Transfer Restricted Security), the accrual of Additional Interest payable with respect to such Security or share of Common Stock the relevant Transfer Restricted Securities will cease. The Company agrees to deliver all notices; provided, certificates and other documents contemplated however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after Securities shall again be increased pursuant to the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Periodforegoing provisions. All obligations of the Company set forth in this Section 3 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security Note shall have been satisfied in full. All accrued Additional Interest shall be paid to the Record Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Additional Interest Payment Date, as more fully set forth in the Indenture and the Initial Notes. The parties hereto agree that obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of for any such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) The parties hereto acknowledge that the Shelf Registration Statement is not filed with the Commission prior to Holders of New Notes or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th dayNotes, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, damages if Janus fails to perform its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that: (i) the Exchange Offer Registration Statement has not been filed on or prior to the 90th day following the Settlement Date; (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 150th day following the Settlement Date; (iii) the Exchange Offer has not been completed on or prior to the 180th day after the Settlement Date; (iv) the Shelf Registration Statement has not been declared effective on or prior to the 120th day after the required or requested time of filing the Shelf Registration Statement pursuant to Section 3 hereto; or (v) after either the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective, such Registration Statement ceases to be effective or usable in connection with precisionthe Registered Exchange Offer or resales of the New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the New Notes or the Exchange Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a "Registration Default"), then additional interest ("Additional Interest") will accrue on the principal amount of the Registrable Securities (in addition to the stated interest on the New Notes and the Exchange Notes), 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 earlier of (x) 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; and (y) the date on which all the Registrable Securities otherwise become freely transferable by Holders other than Affiliates of Janus without further registration under the Act (such earlier date, the "Transferability Date"). Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default were and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to occura maximum of 0.50% per annum with respect to all Registration Defaults, until the Transferability Date, on which date the interest rate on the Registrable Securities will revert to the interest rate originally borne by such notes; provided that, notwithstanding any provision to the contrary, so long as any Registrable Securities not registered under an Exchange Offer Registration Statement are then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Securities. Additional Interest may not accrue under more than one of the Registration Defaults set forth above at any one time. (b) Janus shall notify the Trustee immediately upon its knowledge of the happening of each and every Registration Default. Janus shall pay the Additional Interest due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee (which shall not be Janus for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 5 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Registrable Securities by reason of a the happening of any Registration Default. Therefore, . (d) All of Janus' obligations set forth in this Section 5 shall survive the parties hereto agree that the sole damages payable for a violation of the terms termination of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestAgreement.

Additional Interest. (a) If: Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if (i) the Shelf Registration Statement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; (ii) 90th day following the Issue Date, a Shelf Registration Statement has not been filed with the Commission, (ii) on or prior to the 210th day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission prior to or on the Effectiveness Target Date; Commission, (iii) except as provided in Section 4(b)(iafter the effectiveness date of any Shelf Registration Statement, (x) hereof, the such Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file within five Business Days by Days, a post-effective amendment to the such Shelf Registration Statement, a Statement or amendment or supplement to the Prospectus contained therein or a report filed such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed 45 days (or 60 days if extended pursuant to Section 13(a2(c)(ii) above), 13(c), 14 whether or 15(d) of the Exchange Act that cures such failure andnot consecutive, in any 90-day period, or more than 120 days, whether or not consecutive, during any 12-month period during the case of a post-effective amendmentEffectiveness Period, is itself immediately declared effective; or or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv)each, a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees shall be required to pay liquidated damages in the form of additional interest ("ADDITIONAL INTERESTAdditional Interest") with respect to the Transfer Restricted Securities ), from and including the day following the such Registration Default to but excluding the earlier of (1) the day on which the such Registration Default has been is cured and (2) the date the Shelf "Registration Statement is no longer required to be kept effectiveDefault Period"), accruing at a rate: rate per annum equal to an additional one-quarter of one percent (A0.25%) in respect of the Securities, Applicable Amount to each holder of Securities, (x) with respect to and including the first 90-90th day period during which a following such Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the SecuritiesDefault, and one-half of one percent (y0.5%) with respect to the period commencing on thereof from and after the 91st day following such Registration Default. (b) In the day the case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall have occurred and be continuingpayable only to Notice Holders and, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of Common Stockthis Section 7 shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first interest payment date following the date on which such Additional Interest begin to accrue, to each holder of shares of the Notice Holders in whose name the Securities or Common Stock issued upon conversion of Securitiesthe Securities are registered at the close of business on May 15 or November 15, whether or not a Business Day, immediately preceding the relevant interest payment date. (xd) with respect Except as provided in Section 10(a) hereof, the Additional Interest as set forth in this Section 7 shall be the exclusive monetary remedy available to the first 90-day period in which a Holders of Registrable Securities for such Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in Default. In no event shall the Company be required to pay Additional Interest accrue at a rate per year exceeding 0.50% in excess of the principal applicable maximum amount of the converted Securities. one-half of one percent (b0.5%) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment set forth above, regardless of interest on the Securities. Upon the cure of all whether one or multiple Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Periodexist. All obligations of the Company set forth in this Section 3 7 that are outstanding with respect to any Transfer Restricted Registrable Security at the time such security ceases to be a Transfer Restricted Registrable Security shall survive until such time as all such obligations with respect to such Transfer Restricted Registrable Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Each Registration Default will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if constitute a Registration Default were to occur. The parties hereto further agree that whatever the Additional Interest provided reason for in this Section 3 constitutes a reasonable estimate any such event and whether it is voluntary or involuntary or is beyond the control of the damages that may be incurred Company or pursuant to operation of law or as a result of any action or inaction by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestCommission.

Additional Interest. (a) IfThe Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without such disability being succeeded cured within five Business Days by a an effective post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effectivefailure; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension PeriodPeriod (as such term is defined herein), such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities that are Notes from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effectivecured, accruing at a the following rate: (A) in respect of the Securities, to each holder of Securities, (xi) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuingoccurred, equal to 0.25% per annum of the principal amount of the Securities, and Notes; (yii) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuingto the second anniversary of the Closing Date, equal to 0.501.00% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; andNotes; (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (xiii) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuingcommencing on the second anniversary of the Closing Date to the third anniversary of the Closing Date, equal to 0.253.00% per annum of the principal amount of the converted SecuritiesNotes; and (iv) thereafter the rate of Additional Interest shall increase annually by 2.00 percentage points on each anniversary of the Closing Date, and commencing with the third anniversary (y) with respect for purposes of illustration, the rate of Additional Interest would increase to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.509.00% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% Notes on the fifth anniversary of the principal amount of the converted Securities. (b) All accrued Closing Date). No Additional Interest shall be paid in arrears payable on any Notes that have been converted into shares of our common stock. A Holder will not be entitled to Record Holders Additional Interest unless it has provided all information requested by the Company on each Additional Interest Payment Date in Questionnaire prior to the same manner as the payment of interest on the Securitiesdeadline specified therein. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockNotes, the accrual of Additional Interest with respect to such Security Notes shall cease. (b) So long as any Notes remain outstanding, the Company shall notify the Trustee within two Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. Any amounts of Additional Interest due pursuant to clause (a) of this Section 3 will be payable in cash semi-annually in arrears on each Additional Interest Payment Date, commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Transfer Restricted Securities. All accrued Additional Interest shall be paid by the Company to Record Holders of Transfer Restricted Securities that are Notes on each Additional Interest Payment Date by wire transfer of immediately available funds or share of Common Stock will ceaseby federal bank check. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) The parties hereto acknowledge that the Shelf Registration Statement is not filed with the Commission prior to Holders of New Notes or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th dayNotes, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), will suffer damages if the Company hereby agrees fails to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security perform its obligations under Section 2 or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, hereof and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, in the event that: (i) the Exchange Offer Registration Statement has not been filed on or prior to the 120th day after the Settlement Date; (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 210th day after the Settlement Date; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 240th day after the Settlement Date; (iv) the Shelf Registration Statement has not been declared effective on or prior to the 120th day after the required or requested time of filing pursuant to Section 3 hereof; (v) after the Exchange Offer Registration Statement has been declared effective, the Exchange Offer Registration Statement ceases to be effective or usable prior to the consummation of the Registered Exchange Offer; or (vi) after the Shelf Registration Statement, if applicable, has been declared effective, the Shelf Registration Statement ceases to be effective or usable for a period of time that exceeds 60 days in the aggregate in any 12-month period in which it is required to be effective under this Agreement; (each such event referred to in the foregoing clauses (i) through (vi), a “Registration Default”), then additional interest (“Additional Interest”) will accrue on the principal amount of the New Notes or the Exchange Notes affected thereby (in addition to the stated interest on the New Notes and the Exchange Notes), 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. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default were and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to occura maximum of 1.00% per annum with respect to all Registration Defaults, until the 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 applicable New Notes and Exchange Notes 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. The Company shall pay the Additional Interest due on the New Notes or Exchange Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes), in trust, for the benefit of the Holders entitled thereto, prior to 11:00 a.m. on the next interest payment date specified in the Indenture, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 5 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Securities New Notes or Exchange Notes by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation . (d) All of the terms Company’s obligations set forth in this Section 5 shall survive the termination of this Agreement Agreement. (e) Any Additional Interest under this Section 5 will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to any holder of New Notes with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf Registration Statement Exchange Offer is not filed with the Commission Consummated on or prior to or on the Shelf Filing Deadline; Consummation Target Date, (ii) the Shelf Registration Statement Statement, if required pursuant to Section 4(a) hereof, has not been declared become effective by the Commission on or prior to the date specified in Section 4(a)(y), or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days the Company curing such failure by causing a post-effective amendment to the Shelf such Registration Statement, a supplement Statement to the Prospectus or a report be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-and declared effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 within 45 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iviii), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in that the form of additional interest ("ADDITIONAL INTEREST") with respect to rate borne by the Transfer Restricted Securities from and including shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default to and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but excluding in no event shall such increase exceed 0.50% per annum (“Additional Interest”). Upon the earlier of (1) the day on which the Registration Default has been cured and (2i) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security Transfer Restricted Securities have been cured or share (ii) the date of Common Stockwhich all the Notes and Exchange Notes otherwise cease to be Registrable Securities, the accrual of interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. (b) If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by Section 5(a) shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. Any increase in interest will be payable in cash semiannually in arrears on the same interest payment dates as the Initial Securities and in the same manner as is specified in the Indenture, commencing with the first interest payment occurring after any such Additional Interest with respect commences to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. accrue. (c) All obligations of the Company set forth in this Section 3 5(a) hereof that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations under Section 5(a) with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that Notwithstanding anything contained herein or in the Holders Indenture to the contrary, the payment of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided shall be the only remedy available to Holders for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms Notwithstanding any other provision of this Agreement Agreement, a Holder of Registrable Securities who does not comply with respect the provisions of Section 4(b) hereof, if applicable, shall not be entitled to which receive Additional Interest is expressly provided for (including any non-compliance unless and until such Holder complies with a covenant that resultsthe provisions of such section, directly or indirectly, in a Registration Default) shall be such Additional Interestif applicable.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) subject to Section 4(b)(i6(e) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days two business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within five business days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby Additional Interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the Additional 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 until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay Additional 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 form case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (an/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 interest Registration Statement that causes the Exchange Offer Registration Statement ("ADDITIONAL INTEREST"and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (xiii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as 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 Additional Interest are due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Company to any particular Security or share of Common Stock, the accrual of pay Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days 2 days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 5 days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company -------------------- Authority hereby agrees to pay liquidated damages in the form to each Holder of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including affected thereby additional interest in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day following period or portion thereof that the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to continues for the first 90-day period during which immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the SecuritiesAuthority shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, and (y1) 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 additional interest payable with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum Transfer Restricted Securities as a result of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and such clause (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesi), (xii), (iii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Indenture and the Initial Notes, 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 additional interest is due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Authority to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (aThe parties hereto agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Company becomes obligated under Section 2(a) Ifto file a Registration Statement, and if: (i) the Shelf a Registration Statement is not filed with declared effective by the Commission prior to on or on before the Shelf Filing applicable Effectiveness Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall thereafter will cease to be effective effective, including by reason of its withdrawal or termination pursuant to Section 3(e), or, other than by reason of a Suspension Period as provided in Section 2(c), will fail to be usable for its intended purpose without such disability being succeeded cured within five ten Business Days by a an effective post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or Prospectus, a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in or the case effectiveness of a post-effective amendment, is itself immediately declared effectiveSubsequent Form S-3; or (iviii) (A) prior to or on the 45th or 60th day, as the case may be, of Company extends any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of Period beyond 90 days in during any 360 day consecutive 12-month period, . (each such event referred to in foregoing clauses (i) through (iviii), a "REGISTRATION DEFAULT"“Registration Default”), then in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of SecuritiesHolder, (x) with respect subject to the first 90-day period during which a Registration Default shall have occurred and be continuingSection 2(e), Additional Interest equal to 0.25% per annum year on all outstanding Notes (and all the outstanding Conversion Shares to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Conversion Shares remain Registrable Securities) for the first 90 days after such Registration Default and then, if such Registration Default is then continuing, 0.50% per year, up to a maximum of 0.50% per year on all outstanding Notes; (and all the outstanding Conversion Shares to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Conversion Shares remain Registrable Securities); provided that any payment on Conversion Shares will be calculated based on the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued Notes upon conversion of Securities, (x) with respect which such Conversion Shares have been issued; provided further that any such Additional Interest will cease to accrue and be owing to Holders hereunder and under the first 90-day period in which a Indenture when any such Registration Default shall have occurred and will cease, be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and remedied or be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall cured The Company will pay any Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestIndenture.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days 2 days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 5 days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company Authority hereby agrees to pay liquidated damages in the form to each Holder of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including affected thereby additional interest in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day following period or portion thereof that the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to continues for the first 90-day period during which immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the SecuritiesAuthority shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, and (y1) 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 additional interest payable with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum Transfer Restricted Securities as a result of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and such clause (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesi), (xii), (iii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Senior Subordinated Notes Indenture and the Senior Subordinated Notes, on each Interest Payment Date, as more fully set forth in the Senior Subordinated Notes Indenture and the Senior Subordinated Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Authority to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement Statements required by this Agreement has not been declared effective by the Commission (or become automatically effective) on or prior to or on the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (ii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date; Date with respect to the Exchange Offer Registration Statement or (iii) except as provided in Section 4(b)(i) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, and that is itself immediately declared or automatically becomes effective (except in the case of a post-Registration Statement that ceases to be effective amendment, is itself immediately declared effective; or (ivor usable as specifically permitted by the last paragraph of Section 6 hereof) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iviii), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in that the form of additional interest ("ADDITIONAL INTEREST") with respect to rate borne by the Transfer Restricted Securities from and including shall be increased by 0.25% per annum during the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of any Registration Default and shall have occurred and be continuing, equal to increase by 0.25% per annum at the end of the principal amount of the Securitieseach subsequent 90-day period, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that but in no event shall Additional Interest accrue at a rate such increase exceed 1.00% per year exceeding 0.50% annum. Following the earliest of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or share otherwise becomes freely transferable by Holders other than affiliates of Common Stockthe Company without further registration under the Securities Act and (z) the date that is two years after the Closing Date, the accrual interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that if, after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to such Security or share a Registration Default that pertains to the Shelf Registration Statement. Any Additional Interest payable will be payable in the same form of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated payment elected by the Indenture in connection with Company for the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as interest with respect to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Periodapplicable interest period. All obligations of the Company and the Guarantors set forth in the first paragraph of this Section 3 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five 5 Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th 121st day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 120 days in any 360 360-day period or 60 days in any 180-day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company Issuer hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effectivecured, accruing at a rate: (A) in respect of the Securities, to each holder of SecuritiesNotes, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the SecuritiesNotes, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the SecuritiesNotes; provided that in no event shall Additional Interest accrue at a an aggregate rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of Notes. No Additional Interest shall be payable on any Notes that have been converted into shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check and in accordance with the same manner as terms of the payment of interest on the SecuritiesIndenture. Upon Following (i) the cure of all Registration Defaults relating to any particular Security the Notes or share (ii) expiration of Common Stockthe Effectiveness Period, the accrual of Additional Interest with respect to such Security or share of Common Stock Notes will cease. The Company Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer If a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until Security, such time as all such obligations with respect cessation will not relieve the issuer from any liability under this Section 3 that was accrued but unpaid immediately prior to such Transfer Restricted Security shall have been satisfied in fullcessation. The parties hereto agree that Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is filed with the Commission on or prior to the date which is 90 days following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the original issuance of the Securities, (iii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is not consummated on or prior to 210 days after the date of the original issuance of Securities, (iv) the Company is required to file the Shelf Registration Statement is in accordance with Section 2 and the Company does not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) so file the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target Date; 30th day after the Company's obligation to file such Shelf Registration Statement arises, (iiiv) except as provided in Section 4(b)(i) hereof, the Shelf applicable Registration Statement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or fail to be usable for its intended purpose without being succeeded within five Business Days 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a post-effective amendment to the Shelf Registration StatementSuspension Period, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d(vi) of the Exchange Act that cures such failure andany Suspension Periods exceed, in the case of a postaggregate, 75 days during any 365-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, period (each such event referred to in foregoing clauses (i) through (ivvi), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees shall be obligated to pay liquidated damages in the form of additional interest ("ADDITIONAL INTERESTAdditional Interest") with respect to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to held by such Holder for the first 90-day period during which immediately following the occurrence of a Registration Default shall have occurred Default, and be continuing, equal to such rate will increase by an additional 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in which a Registration Default shall have occurred and be continuing, equal to 0.25no event exceed 0.50% per annum of annum. Such obligation to pay Additional Interest shall survive until (i) the principal amount of applicable Registration Statement is filed, (ii) the converted Securities, Exchange Offer Registration Statement is declared effective and (y) the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the period commencing Shelf Registration Statement is declared effective or (iv) the 91st day following the day the Shelf Registration Default shall have occurred and be continuingStatement again becomes effective (or is superseded by another effective Shelf Registration Statement), equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securitiescase may be. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockDefaults, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) IfThe parties hereto agree that the Holders will suffer damages if the Company and the Issuer fail to fulfill their obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to Section 2(b), if: (i) the Shelf Company does not file a Registration Statement is not filed with covering all the Commission prior to Registrable Securities on or on before the Shelf Filing DeadlineDate; (ii) the Shelf such Registration Statement has is not been declared effective by the Commission prior to on or on before the Effectiveness Target Date; (iii) except the Company extends any Suspension Period (as provided in Section 4(b)(idefined below) hereof, the Shelf beyond forty-five (45) days during any consecutive one hundred eighty (180) day period; or (iv) a Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall thereafter cease a Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to be effective or fail to be usable a Suspension Period as provided in Section 3(c), for its intended purpose without such disability being succeeded cured within five ten (10) Business Days by a an effective post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus Prospectus, or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 1934 Act that cures such failure and, in or the case effectiveness of a post-effective amendment, is itself immediately declared effectivethe Registration Statement; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then for so long as any Notes or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company and the Issuer hereby agrees agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder Holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, Notes or Registrable Securities then outstanding aggregate Additional Interest equal to 0.25% per annum year on all outstanding Notes constituting Registrable Securities (and all outstanding Ordinary Shares to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Ordinary Shares remain Registrable Securities) for the first 90 days after such Registration Default and then, if such Registration Default is then continuing, 0.50% per year on all outstanding Notes constituting Registrable Securities (and all outstanding Ordinary Shares to the extent any Notes have been converted prior to the occurrence of the Registration Default and such Ordinary Shares remain Registrable Securities); provided that any payment on Ordinary Shares will be calculated based on the principal amount of the Notes as a result of conversion of which such Ordinary Shares have been issued to the extent such Ordinary Shares constitute Registrable Securities; provided, further, that any such Additional Interest will cease to accrue to Holders hereunder and under the Indenture when any such Registration Default will cease, be remedied or be cured. The Company and the Issuer will pay any Additional Interest as set forth in, and (y) with respect subject to the period commencing on terms and conditions of, the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in Indenture. In no event shall Additional Interest accrue under the terms of this Registration Rights Agreement and the Indenture at a rate per year exceeding 0.50% in excess of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum pursuant to this Registration Rights Agreement and the Indenture, regardless of the principal amount number of events or circumstances giving rise to the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears requirement to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be pay such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days 2 days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 5 days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company -------------------- Authority hereby agrees to pay liquidated damages in the form to each Holder of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including affected thereby ad- ditional interest in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day following period or portion thereof that the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to continues for the first 90-day period during which immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a Registration Default shall have occurred and be continuing, equal to 0.25maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the SecuritiesAuthority shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, and (y1) 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 additional interest payable with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum Transfer Restricted Securities as a result of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and such clause (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesi), (xii), (iii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Indenture and the Initial Notes, 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 additional interest is due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Authority to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is Statements required by this Agreement are not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) the Shelf any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable (each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 business days, or on longer if required by the federal securities laws, from the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the Shelf Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effectiveeffective (except as permitted in paragraph (b); or (ivsuch period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees Issuers jointly and severally agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the each Holder of Transfer Restricted Securities from and including the day following the adversely affected by such Registration Default Default, in an amount equal to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect 0.25% per year of the Securities, to each holder principal amount of Securities, (x) Transfer Restricted Securities held by such Holder with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default Default. The amount of Additional Interest shall have occurred and be continuing, equal to increase by an additional 0.25% per annum year of the principal amount of the Securities, and (y) Transfer Restricted Securities with respect to the each subsequent 90-day period commencing on the 91st day following the day the (or portion thereof) until all Registration Default shall Defaults have occurred and be continuingbeen cured, equal up to a maximum amount of Additional Interest of 0.50% per annum year of the principal amount of the Transfer Restricted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) . All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date Issuers in the same manner as interest is paid under the payment of interest on the SecuritiesNotes. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest with respect to such Security or share of Common Stock Transfer Restricted Securities will cease. The Company agrees . (b) A Registration Default referred to deliver all noticesin Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers 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) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), certificates the Issuers are proceeding promptly and other in good faith to amend or supplement (including by way of filing documents contemplated under the Exchange Act which are incorporated by reference into the Indenture Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in connection with any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the payment 31st day of Additional Interest. Notwithstanding any other provision of this Agreement, no such Blackout Period and Additional Interest shall accrue as to any Transfer Restricted Security be payable in accordance with the above paragraph from and after the earlier of the date day such security Registration Default occurs until such Registration Default is cured or until such Issuer is no longer a Transfer Restricted Security and required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the expiration related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the Effectiveness Periodaggregate in any 12-month period. All payment obligations of the Company Issuers set forth in this Section 3 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Notes or New Notes, as the case may be, will suffer damages, damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with precisionthe resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a "Registration Default"), then additional interest ("Additional Interest") will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), 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. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default were and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to occura maximum of 0.50% per annum with respect to all Registration Defaults, until the 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 Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The parties hereto further agree that Company and the Guarantor shall pay the Additional Interest provided due on the Notes or New Notes, as the case may be, by depositing with the Trustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in this Section 3 constitutes a reasonable estimate trust, for the benefit of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Thereforethereof, prior to 11:00 A.M. on the parties hereto agree that next interest payment date specified in the sole damages payable for a violation of Indenture (or such New Notes Indenture), sums sufficient to pay the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.Additional

Additional Interest. If (a) If: (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (iib) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or on prior to the Effectiveness Target Date; Consummation Deadline or (iiid) except as provided in Section 4(b)(i) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days two business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within five business days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (ia) through (ivd), a "REGISTRATION DEFAULT"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the form first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional 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 additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) 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 (d) above, the additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesa), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesb), (xc) with respect to the first 90-day period in which a Registration Default or (d), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Indenture, on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stockeach Interest Payment Date, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by as more fully set forth in the Indenture in connection with and the payment of Additional InterestNotes and the Exchange Notes. Notwithstanding the fact that any other provision of this Agreement, no Additional Interest shall accrue as securities for which additional interest are due cease to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All Securities, all obligations of the Company set forth in this Section 3 that are outstanding and the Guarantors to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Notes will suffer damages, damages if the Company fails to perform its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with precisionthe Commission on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the Commission on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Registered Exchange Offer is required to be Consummated hereunder, the Registered Exchange Offer has not been Consummated by the Company within the time period set forth in Section 2(a) hereof, or (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period, any Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, ceases to be effective or usable at any time it is required to be effective pursuant to this Agreement except as permitted under Section 3(c) hereto (each such event referred to in clauses (i) through (iv), a “Registration Default”), then additional interest with respect to the Transfer Restricted Notes (“Additional Interest”) will accrue with respect to the first 90-day period immediately following the occurrence of the first Registration Default were in an amount equal to occur0.25% per annum per $1,000 principal amount of such Notes and will increase by an additional 0.25% per annum per $1,000 principal amount of such Notes for each subsequent 90-day period until all Registration Defaults have been cured, up to an aggregate maximum amount of Additional Interest of 0.5% per annum per $1,000 principal amount of Notes for all Registration Defaults. A Registration Default shall be cured on the date on which (1) in the case of clause (i) above, the applicable Registration Statement is filed, (2) in the case of clause (ii) above, the applicable Registration Statement is declared effective; (3) in the case of clause (iii) above, the Registered Exchange Offer is Consummated; and (4) in the case of clause (iv) above, the Registration Statement which had ceased to remain effective or usable is declared effective or usable. Following the cure of all Registration Defaults, the accrual of Additional Interest with respect to such Registration Defaults will cease and the interest rate on the Notes shall thereafter be the coupon rate. Notwithstanding anything to the contrary in this Section 4(a), the Company shall not be required to pay Additional Interest to a Holder of Restricted Transfer Notes if such Holder failed to comply with its obligations to make the representations set forth in the second sentence of Section 2(b) or provide the requested information pursuant to Section 3(d) or Section 5(o). (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which any Transfer Restricted Notes are issued) immediately upon the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest payment date specified in the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the first applicable Registration Default to, but excluding, the earlier of (i) the cure of all relevant Registration Defaults and (ii) the relevant interest payment date. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 4 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Securities Notes by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that Default and are intended to and shall constitute the sole remedy for damages payable for a violation that will be suffered by the Holders of the terms Transfer Restricted Notes by reason of any of the failures listed in Section 4(a). (d) All Additional Interest which has accrued pursuant to this Agreement Section 4 and which is outstanding with respect to which Additional Interest is expressly provided for any Transfer Restricted Note shall remain outstanding until paid in full (including any non-compliance with a covenant that resultsnotwithstanding termination of this Agreement, directly Consummation of the Registered Exchange Offer or indirectly, in a cessation of effectiveness of the Shelf Registration Default) shall be such Additional InterestPeriod).

Additional Interest. (a) IfNotwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) the Shelf Registration Statement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; (ii) 90th day following the Issue Date, a Shelf Registration Statement has not been filed with the Commission, or (ii) on or prior to the 180th day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission prior to or on the Effectiveness Target Date;Commission, or (iii) except as provided in Section 4(b)(iafter the effectiveness date of any Shelf Registration Statement, (x) hereof, the such Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file (and have declared effective), within five ten Business Days by Days, a post-effective amendment to the such Shelf Registration Statement, a Statement or amendment or supplement to the Prospectus contained therein or a report filed such other document with the Commission pursuant to Section 13(a)make such Shelf Registration Statement effective or such Prospectus usable, 13(c)or (y) the Suspension Periods exceed 45 or 60 calendar days, 14 as applicable, whether or 15(d) of the Exchange Act that cures such failure andnot consecutive, in any 90 calendar day period, or more than 120 calendar days, whether or not consecutive, during any 360 calendar day period during the case of a post-effective amendmentEffectiveness Period, is itself immediately declared effective; or (iv) (Athe Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) prior hereof, provided that such failure is not solely due to or on the 45th or 60th day, as the case may be, failure of any Suspension Period, such suspension has not been terminated or (Ba Holder of Registrable Securities to perform its obligations set forth in Section 3(a)(ii) Suspension Periods exceed an aggregate of 90 days in any 360 day period, hereof (each such event referred to in foregoing clauses of (i) through (iv), ) a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees shall be required to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities “Additional Interest”), from and including the day following the such Registration Default to but excluding the earlier of (1x) the calendar day on which the all Registration Default has been Defaults are cured and (2y) the date that the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default . The Company shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall pay Additional Interest accrue at a rate per year exceeding equal to one-quarter of one percent (0.25%) of the Applicable Amount for the first 90 calendar day period 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. In the event any Registrable Securities that are Securities are converted into Common Stock during the continuance of a Registration Default, the Company will deliver to each Holder converting Securities during the continuance of a Registration Default 103% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder number of shares of Common Stock issued the Holder would have otherwise received upon conversion of Securities, (x“Additional Shares”) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the shall be payable on such converted Securities. (b) All accrued In the case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a Registration Default described in Section 7(a)(iv) above, Additional Interest, if any, shall be payable only to Notice Holders to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 7 shall be paid in arrears to Record Holders by cash semiannually in arrears, with the Company first semiannual payment due on each the first interest payment date following the date on which such Additional Interest Payment Date begins to accrue, to the Notice Holders in whose name the same manner Securities or Common Stock issued upon conversion of the Securities are registered at the close of business on February 15 or August 15, whether or not a Business Day, immediately preceding the relevant interest payment date. (d) Except as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stockprovided in Section 9(a) hereof, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue Shares as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect 7 shall be the exclusive monetary (or asset, as the case may be) remedy available to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, In no event shall the parties hereto agree that the sole damages payable for a violation Company be required to pay Additional Interest in excess of the terms applicable maximum amount of this Agreement with respect to which Additional Interest is expressly provided for one-half of one percent (including any non-compliance with a covenant that results0.50%) set forth above, directly regardless of whether one or indirectly, in a multiple Registration Default) shall be such Additional InterestDefaults exist.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Transfer-Restricted Securities will suffer damagesdamages if the Issuer and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages with precisiondamages. Accordingly, if required, (i) the Exchange Offer Registration Statement is required pursuant to Section 1 hereof but is not filed within 365 days after the Settlement Date (ii) a Registration Default were Statement is required pursuant to occur. The parties hereto further agree Section 1 or 2 hereof but is not declared effective within 365 days after the Settlement Date (or such later date as required by Section 2(a)), (iii) the Registered Exchange Offer is not consummated on or prior to 365 days after the Settlement Date, or (iv) the Shelf Registration Statement required pursuant to Section 2 hereof is filed and declared effective but shall thereafter cease to be effective (at any time that the Issuer is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), an “Additional Interest provided Trigger”), the Issuer and the Guarantors will be jointly and severally obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer-Restricted Securities, in an amount equal to 0.25% per annum on the principal amount of Transfer-Restricted Securities held by such Holder immediately following the occurrence of one or more such Additional Interest Triggers. In no event, however, shall the Issuer and the Guarantors be required to pay Additional Interest in excess of 0.25% per annum. Additional Interest shall cease to accrue and the interest rate will revert to the original rate when (w) the Exchange Offer Registration Statement is filed with the Commission in the case of clause (i) above, (x) the applicable Registration Statement is declared effective in the case of clause (iii) above, (y) the Registered Exchange Offer is consummated in the case of clause (iv) above, or (z) the Shelf Registration Statement again becomes effective in the case of clause (iv) above; provided, however, that, if after any such reduction in interest rate, a different Additional Interest Trigger occurs, then the interest rate borne by the Transfer-Restricted Securities shall again be increased pursuant to the foregoing provisions. As used herein, the term “Transfer-Restricted Securities” means each Security until the earlier to occur of (i) the date on which such Security has been exchanged for a freely transferable applicable Exchange Security in the Registered Exchange Offer, (ii) the date on which it has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which it is distributed to the public pursuant to Rule 144 under the Act. Notwithstanding anything to the contrary in this Section 3 constitutes 3(a), neither the Issuer nor the Guarantors shall be required to pay Additional Interest to a reasonable estimate Holder of the damages that may be incurred by Holders of Transfer Transfer-Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the last paragraph of Section 1 or failed to provide the information required to be provided by reason of a Registration Default. Thereforeit, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect if any, pursuant to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestSection 4(n).

Additional Interest. (a) If: In the event that (i) the Shelf applicable Registration Statement is not filed with the Commission SEC on or prior to or on the Shelf Filing Deadline; date specified herein for such filing, (ii) the Shelf applicable Registration Statement has is not been declared effective by the Commission on or prior to or on the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), (iii) if the Exchange Offer is required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date; Date with respect to the Exchange Offer Registration Statement or (iiiiv) except as provided in Section 4(b)(i) hereof, the Shelf applicable Registration Statement is filed and declared effective but, during the Effectiveness Period, period effectiveness is required by Section 2(e) and 3 (a) but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-an additional Registration Statement covering the Transfer Restricted Notes which has been filed and declared effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees interest rate on the Transfer Restricted Notes as to pay liquidated damages in the form of additional interest which such Registration Default relates will increase ("ADDITIONAL INTERESTAdditional Interest") ), with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which while a Registration Default shall have occurred and be continuing, is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.25% per annum of the principal amount of the SecuritiesNotes until all Registration Defaults have been cured, and (y) with respect subject to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal a maximum amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.501.00% of the principal amount of the Securities; and Notes. Upon (Bw) the filing of the applicable Registration Statement (in respect the case of any shares clause (i) of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesthe preceding sentence), (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum effectiveness of the principal amount applicable Registration Statement (in the case of clause (ii) of the converted Securitiespreceding sentence), and (y) with respect the issuance of Exchange Notes in exchange for all Notes properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the applicable Registration Statement which has ceased to be effective (in the period commencing case of clause (iv) of the 91st day following the day preceding sentence, Additional Interest as a result of the Registration Default described in such clause shall have cease to accrue (but any accrued amount shall be payable) and the interest rate on the applicable Notes will revert to the original rate if no other Registration Default has occurred and be is continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall . Additional Interest accrue at a rate per year exceeding 0.50% shall be computed based on the actual number of days elapsed during which any such Registration Defaults exist. The Company shall notify the principal amount Trustee within three Business Days after each and every date on which an event occurs in respect of the converted Securities. which Additional Interest is required to be paid (b) All accrued an "Event Date"). Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection depositing with the payment Trustee, in trust, for the benefit of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damagesNotes, and that it would not be feasible on or before the immediately following April 15 or October 15, immediately available funds in sums sufficient to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that pay the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Defaultthen due. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which The Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) due shall be payable on each April 15 and October 15 to the record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional InterestInterest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in this Agreement, (ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the date specified for such effectiveness in this Agreement (the “Shelf Effectiveness Target Date; ”), (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated within 390 days of the Closing Date or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during the periods required under this Agreement without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, effective (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in that the form of additional interest ("ADDITIONAL INTEREST") with respect to rate borne by the Transfer Restricted Securities from and including shall be increased by 0.25% per annum during the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of any Registration Default and shall have occurred and be continuing, equal to increase by 0.25% per annum at the end of the principal amount of the Securitieseach subsequent 90-day period, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that but in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25such increase exceed 1.00% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securitiesannum. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Security, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated interest rate borne by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any relevant Transfer Restricted Security from and after Securities will be reduced to the earlier of the date original interest rate borne by such security is no longer a Transfer Restricted Security and Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the expiration of interest rate borne by the Effectiveness Periodrelevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company set forth in this Section 3 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree ; provided that no obligations set forth in the Holders of preceding paragraph will continue to accrue after such security ceases to be a Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent Security. (b) Any amounts of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in due pursuant to paragraph (a) of this Section 3 constitutes a reasonable estimate 5 will be payable in cash or in the form of PIK Interest in the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, same proportion the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement Company has elected to pay PIK Interest with respect to which the applicable interest period, if applicable, quarterly on each February 15, May 15, August 15 and November 15 (to the holders of record on the February 1, May 1, August 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interestcommences to accrue.

Additional Interest. (a) If: If (i) the Initial Shelf Registration Statement is not filed with the Commission prior to SEC on or on before the Shelf Filing Deadline; Date, (ii) the Initial Shelf Registration Statement has is not been declared effective by on or before the Commission prior to or on the Shelf Registration Effectiveness Target Date; , (iii) except as provided the Company and the Guarantor have failed to perform their obligations set forth in Section 4(b)(i1(d) hereofhereof within the time period required therein, or (iv) the Initial Shelf Registration Statement is filed and declared effective but, during on or before the Effectiveness Period, Shelf Registration Effective Date but (x) the Initial Shelf Registration Statement shall thereafter cease to be effective (at any time that the Company and the Guarantor are obligated to maintain the effectiveness thereof) and no Subsequent Shelf Registration Statement is effective at such time or fail to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to (y) use of the Shelf Registration Statement, a supplement to Statement or the Prospectus related prospectus shall be suspended for one or a report filed with the Commission more periods longer than permitted pursuant to Section 13(a), 13(c), 14 or 15(d2(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, hereof (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees and the Guarantor will be jointly and severally obligated to pay liquidated damages in the form additional cash interest to each Holder of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including Securities, during the day following the period of one or more such Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effectiveDefaults, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, rate equal to 0.25% per annum of (A) in the case of outstanding Notes that are Transfer Restricted Securities, the principal amount of such Notes held by the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and Holder or (B) in respect the case of any shares of outstanding Underlying Common Stock, to each holder of shares of Common Stock issued upon conversion of Shares that are Transfer Restricted Securities, an amount equal to the product of the prevailing Conversion Price (xas defined in the Indenture) with respect applicable to the Notes and the number of such Underlying Common Shares held by the Holder, as applicable, during the first 90-day period in which a following such Registration Default shall have occurred and be continuingDefault, equal to increasing by an additional 0.25% per annum during each subsequent 90-day period up to a maximum of 0.50% per annum, until each Registration Default has been cured; provided that, in the principal amount case of a Registration Default referred to in clause (iii) above, such additional interest shall be paid only to Holders that have delivered a Notice and Questionnaire that caused the converted Securities, Company and (ythe Guarantor to incur the obligations set forth in Section 1(d) hereof the non-performance of which is the basis of such Registration Default; provided further that any additional interest accrued with respect to any Note called for redemption or converted into Underlying Common Shares prior to the period commencing payment of such additional interest shall be paid instead to the 91st day following Holder who submitted such Note for redemption or conversion. Additional interest shall not be payable under, or in respect of, more than one of clauses (i) through (iv) at any given time. Following the day cure of all Registration Defaults, the Registration Default shall have occurred and be continuing, equal to 0.50% per annum accrual of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securitiesadditional interest will cease. (b) All accrued Additional Interest The Company shall notify the Trustee and the Paying Agent under the Indenture promptly upon the happening of each and every Registration Default. The additional interest due shall be paid in arrears to Record Holders by the Company payable on each Additional Interest Payment Date in the same manner as the interest payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated date specified by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of Notes in the Effectiveness Periodmanner specified in the Indenture. All obligations of For the Company set forth purposes described in this Section 3 that are outstanding with respect 2, neither the Company nor the Guarantor may act as Paying Agent. Each obligation to any Transfer Restricted Security at pay additional interest shall be deemed to accrue from and including the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. date of the applicable Registration Default. (c) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest additional interest provided for in this Section 3 2 constitutes a reasonable estimate of of, and is intended to constitute all of, the damages that may will be incurred suffered by Holders of Transfer Restricted Securities by reason of a the failure of (i) the Initial Shelf Registration Default. ThereforeStatement to be filed or (ii) the Shelf Registration Statement to remain effective or available for use in each case to the extent required by this Agreement. (d) The Company and the Guarantor may, by notice to each Holder of Transfer Restricted Securities that are the parties hereto agree that the sole damages payable for a violation subject of the terms Shelf Registration Statement at such time in accordance with Section 9(b) hereof, suspend the availability of this Agreement with respect a Shelf Registration Statement and the use of the related prospectus for up to four periods of up to 30 consecutive days during any 365-day period, but for no more than 90 days in the aggregate during any 365-day period, if any event shall occur or be pending as a result of which Additional Interest it is expressly provided for (including any non-compliance with a covenant that results, directly or indirectlynecessary, in the reasonable judgment of the board of directors of the Company or the Guarantor upon advice of counsel, to suspend the use of the Shelf Registration Statement pending public announcement of such event and, if necessary, to amend the Shelf Registration Statement or amend or supplement any related prospectus or prospectus supplement in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, without incurring any obligation to pay additional interest pursuant to Section 2(a) hereof. Any such period during which the Company and the Guarantor fail to keep the Shelf Registration Default) Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a “Suspension Period.” A Suspension Period shall commence on and include the date on which the Company or the Guarantor gives written notice to each Notice Holder of Transfer Restricted Securities that are the subject of the Shelf Registration Statement at such time of such suspension pursuant to this Section 2(d), and shall end when each such Notice Holder of Transfer Restricted Securities either receives copies of a supplemented or amended prospectus or is advised in writing by the Company or the Guarantor that use of the prospectus included in the Shelf Registration Statement may be such Additional Interestresumed.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders holders of Transfer Restricted Securities will suffer damagesdamages if the Company fails to fulfill its obligations pursuant to Section 2 or Section 3, as applicable, and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that (i) the applicable Registration Statement is not filed with precisionthe SEC on or prior to the date specified herein for such filing, (ii) the applicable Registration Statement has not been declared effective by the SEC on or prior to the date specified herein for such effectiveness after such obligation arises, (iii) if the Exchange Offer is required to be Consummated hereunder, the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded immediately by any additional Registration Statement covering the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the interest rate on Transfer Restricted -------------------- Securities will increase ("Additional Interest"), with respect to the first ------------------- 90-day period immediately following the occurrence of such Registration Default, by 0.25% per annum and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of 1.00% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default were will cease and upon the cure of all Registration Defaults the interest rate will revert to occurthe original rate. (b) The Company shall notify the Trustee and paying agent under the Indenture (or the trustee and paying agent under such other indenture under which the Transfer Restricted Securities are issued) immediately upon the happening of each and every Registration Default. The Company shall pay the Additional Interest due on the Transfer Restricted Securities by depositing with the paying agent (which shall not be the Company for these purposes) for the Transfer Restricted Securities, in trust, for the benefit of the holders thereof, prior to l1:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such other indenture) to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the applicable Registration Default. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 4 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders holders of Transfer Restricted Securities by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in this Agreement, (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target Date; date specified for such effectiveness in this Agreement, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated within 210 days after the Issue Date or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) but (A) such Registration Statement ceases to be effective, prior to or on expiration of the 45th or 60th dayapplicable time periods described in this Agreement, as the case may be, of any Suspension Period, such suspension has not been terminated if so required or (B) Suspension Periods exceed an aggregate such Registration Statement ceases to be useable in connection with the resales of 90 days Transfer Restricted Securities prior to expiration of the applicable time periods described in any 360 day periodthis Agreement, if so required, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Company hereby agrees to pay liquidated damages in the form Additional Interest to each Holder of additional interest ("ADDITIONAL INTEREST") with respect to the New Notes that are Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default shall have occurred and be continuingDefault, in an amount equal to 0.25% $0.05 per annum of the week per $1,000 principal amount of such Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the Additional Interest shall increase by an additional $0.05 per week per $1,000 in principal amount of such Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of $0.25 per week per $1,000 principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, and (y1) 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 Additional Interest payable with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum New Notes that are Transfer Restricted Securities as a result of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and such clause (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesi), (xii), (iii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securitiescease. (b) All accrued A Registration Default referred to in Section 5(a) above shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (A) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited 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 (B) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (B), 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 any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be paid payable in arrears to Record Holders by accordance with the Company on each Additional Interest Payment Date in above paragraph from the same manner as the payment of interest on the Securities. Upon the cure of all day such Registration Defaults relating to any particular Security or share of Common Stock, the accrual Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest with respect due pursuant to such Security clause (i), (ii), (iii) or share (iv) of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by Section 5(a) shall be payable in cash on the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness PeriodPayment Dates. All obligations of the Company set forth in this Section 3 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (iA) the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the Filing Deadline or on the Shelf Registration Filing Deadline; , as applicable, (iiB) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Deadline or the Shelf Registration Effectiveness Deadline, as applicable, (C) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (D) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days (5) business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within ten (10) business days of a filing such post-effective amendment, is itself immediately declared effective; or amendment to such Registration Statement (ivexcept as permitted in paragraph (c) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Periodthis Section 5, such suspension has period of time during which any such Registration Statement is not been terminated effective or (Bany such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (iA) through (ivD), a "REGISTRATION DEFAULTRegistration Default"), then the Company hereby agrees to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the form first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest 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 additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"i) upon filing of the Exchange Offer Registration Statement and/or if applicable the Shelf Registration Statement), in the case of (A) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (B) above, (iii) upon Consummation of the Exchange Offer, in the case of (C) above, or (iv) 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 (D) above, the additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: such clause (A) in respect of the Securities, to each holder of Securities), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities), (xC) with respect to the first 90-day period in which a Registration Default or (D), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securitiescease. (b) All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as 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 and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is due ceases to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Company to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to securities shall survive until such time as such obligations with respect to such Security securities shall have been satisfied in full. (c) A Registration Default referred to in Section 5(a)(D) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or share the related Prospectus if (i) the Blackout Period has occurred solely as a result of Common Stock will cease. The (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company agrees where such post-effective amendment is not yet effective and needs to deliver all noticesbe declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), certificates the Company is proceeding promptly and other in good faith to amend or supplement (including by way of filing documents contemplated under the Exchange Act which are incorporated by reference into the Indenture Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in connection any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the 31st day of such Blackout Period and additional interest shall be payable in accordance with the payment of Additional Interest. Notwithstanding any other provision paragraph (a) of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security Section 5 from and after the earlier of day such Registration Default occurred until such Registration Default is cured or until the date such security Company is no longer a Transfer Restricted Security and required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the expiration related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the Effectiveness Periodaggregate of any 12-month period. All payment obligations of the Company set forth in this Section 3 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement is required by this Agreement has not been filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filling in this Agreement, (ii) the Shelf any such Registration Statement has been filed but not been declared effective by the Commission on or prior to or on the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within the period required by this Agreement after the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the 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, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose during any period in which such Registration Statement is required to remain effectiveness or be usable pursuant to this Agreement without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that is itself immediately declared effective and that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company Issuers and the Guarantor hereby agrees jointly and severally agree to pay liquidated damages in the form of to each Holder affected thereby additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect rate of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder for the Securitiesfirst 90 days from and including such specified date, and (y) with respect to increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period commencing on thereafter, until all Registration Defaults have been cured; provided that Additional Interest in the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the Securities; provided 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 no event shall the case of clause (iv) above, the Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) payable with respect to the first 90-day period in which Transfer Restricted Securities as a Registration Default result of such clause (i), (ii), (iii), or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest shall be paid in arrears to Record Holders by the Company Issuers and the Guarantor (or the Issuers and the Guarantor will cause the Paying Agent to make such payment on each Additional Interest Payment Date their behalf) to the Holders entitled thereto, in the same manner as provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common StockIndenture, the accrual Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers and the Guarantor to pay Additional Interest with respect to securities that accrued prior to the time that such Security or share of Common Stock will cease. The Company agrees securities ceased to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security Securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that , but the Holders of interest rate borne by such securities will be reduced to the original interest rate borne by the Initial Notes at the time such securities cease to be a Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestSecurities.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company Issuer hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effectivecured, accruing at a rate: (A) in respect of the Securities, to each holder of SecuritiesCODES, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount Applicable Amount of the SecuritiesCODES, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount Applicable Amount of the SecuritiesCODES; provided that in no event shall Additional Interest accrue at a an aggregate rate per year exceeding 0.50% of the principal amount Applicable Amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted SecuritiesCODES. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company Issuer on each Additional Interest Payment Date in the same manner as the payment by wire transfer of interest on the Securitiesimmediately available funds or by federal funds check. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockSecurity, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company Issuer set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or on the Shelf Filing Deadline; , as applicable, (ii) the Shelf any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the Exchange Offer Effectiveness Deadline or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement 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, during the Effectiveness Period, shall but thereafter cease ceases 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to a per annum rate of $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the form Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $0.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest for all Registration Defaults of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"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 additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (xiii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto, in the same manner as provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common StockIndenture), the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by as more fully set forth in the Indenture in connection with and the payment of Additional InterestNotes. Notwithstanding the fact that any other provision of this Agreement, no Additional Interest shall accrue as securities for which additional interest are due cease to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All Securities, all obligations of the Company set forth in this Section 3 that are outstanding and the Guarantors to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in this Agreement, (ii) the Shelf any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), regardless of ------------------------- the reasonableness of any efforts made by or on behalf of the Issuer to cause such Registration Statement to become effective), (iii) the Company fails to consummate the Exchange Offer within 30 days of the Effectiveness Target Date; Date with respect to the Exchange Offer Registration Statement, or (iiiiv) except as provided in Section 4(b)(i) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, effective (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company Issuer hereby agrees to pay liquidated damages in the form of that -------------------- additional interest ("ADDITIONAL INTERESTAdditional Interest") with respect to shall accrue on the Transfer ------------------- Restricted Securities from and including at a rate of 0.50% per annum over the rate at which interest is then otherwise accruing or, as applicable, principal is then accreting (as determined under the provisions of the Indenture) during the 90- day period immediately following the occurrence of any Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to increase by 0.25% per annum at the end of the principal amount of the Securitieseach subsequent 90-day period, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that but in no event shall such Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25exceed 2.00% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securitiesannum. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Issuer shall not be obligated to accrue and pay Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all noticeson the Transfer Restricted Securities; provided, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding however, that, if at any other provision of this Agreementtime thereafter a different Registration Default occurs, no Additional Interest shall accrue as to any again become payable on the relevant Transfer Restricted Security from and after Securities pursuant to the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Periodforegoing provisions. All obligations of the Company Issuer set forth in this Section 3 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security Note shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If:Notwithstanding any postponement of effectiveness permitted by Section 2(a) hereof, if (i) on or prior to the 90th day following the Closing Date, a Shelf Registration Statement has not been filed with the Commission or (ii) on or prior to the 180th day following the Closing Date, such Shelf Registration Statement is not declared effective by the Commission (each, a "Registration Default"), the Company shall be required to pay additional interest on the Securities ("Additional Interest") from and including the day following such Registration Default until 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 is not filed with the Commission prior ceases to or on the Shelf Filing Deadline; be effective, (ii) the Shelf Registration Statement has not been declared effective by Company suspends the Commission prior use of the Prospectus pursuant to Section 2(c) or on the Effectiveness Target Date; 3(j) hereof, (iii) except as provided in the Holders are not authorized to use the Prospectus pursuant to Section 4(b)(i3(g) hereof, hereto or (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement is filed and declared effective butfor more than 90 days, whether or not consecutive, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a postany 12-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(amonth period (an "Effective Failure"), 13(c), 14 or 15(dthen the Company shall pay Additional Interest at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the Exchange Act that cures such failure and, in the case principal amount of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior Registrable Securities to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the 90th day following an Effective Failure, and one-half of one percent (0.50%) thereof from and after the Registration Default to but excluding 91st day following such Effective Failure, in each case until the earlier of (1) the day on which time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Default has been cured and Statement or (2) the date expiration of the Shelf Registration Statement is no longer required Effectiveness Period; provided, however, that such Additional Interest shall be payable only to Holders of Registrable Securities that have delivered a timely and properly completed Notice and Questionnaire. (c) Any amounts to be kept effectivepaid as Additional Interest pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90semi-day period during which a annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following the date of such Registration Default shall have occurred and be continuingor Effective Failure, equal to 0.25% per annum as applicable. Such Additional Interest will accrue at the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, on the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (bd) All accrued Except as provided in Section 8(b) hereof, the Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect 7 shall be the exclusive monetary remedy available to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of for such damages with precision, if a Registration Default were or Effective Failure. In no event shall the Company be required to occur. The parties hereto further agree that the pay Additional Interest provided for in this Section 3 constitutes a reasonable estimate excess of the damages that may be incurred by Holders applicable maximum amount of Transfer Restricted Securities by reason one-half of a one percent (0.50%) set forth above, regardless of whether one or multiple Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly Defaults or indirectly, in a Registration Default) shall be such Additional InterestEffective Failures exist.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.Effectiveness

Additional Interest. (a) If: (i) if neither the Exchange Registration Statement nor the Initial Shelf Registration Statement is not has been filed with the Commission on or prior to or on the Shelf Filing DeadlineDate; (ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target Date; (iii) except if an Initial Shelf Registration required by Section 2(c)(2) has not been filed on or prior to the date 45 days after delivery of the Shelf Notice; (iv) if an Initial Shelf Registration required by Section 2(c)(2) has not been declared effective on or prior to the date 105 days after the delivery of the Shelf Notice; and/or (v) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated as provided in Section 4(b)(ito all Notes validly tendered or (C) hereofif applicable, the Shelf Registration Statement is filed and has been declared effective but, during and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period, 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 . (1) upon the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) filing of the Exchange Act that cures such failure and, Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a post-effective amendmentShelf Registration (in the case of (ii) above), is itself immediately declared effective; or (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (A5) prior upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of (v)(A) above), or upon the subsequent effectiveness of the Exchange Registration Statement which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the 45th Notes as a result of such clause (i), (ii), (iii), (iv) or 60th day(v) (or the relevant subclause thereof), as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred shall cease to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), accrue and the Company hereby agrees to pay liquidated damages in interest rate on the form of additional interest ("ADDITIONAL INTEREST") with respect Notes will revert to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a interest rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders originally borne by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestNotes.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the any Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act an additional Registration Statement that cures such failure and, in the case and that is itself declared effective within five days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to such Registration Statement or on the 45th or 60th day, as the case may be, of any Suspension Period, filing such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, additional Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), then the Company and the Guarantors hereby agrees jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the form Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional 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 until all Registration Defaults have been cured, up to a maximum amount of additional interest of $0.25 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 additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"1) upon the 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 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 additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (xiii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto in the same manner as 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 additional interest is due cease to be Transfer Restricted Securities. Upon , all obligations of the cure of all Registration Defaults relating Company and the Guarantors to any particular Security or share of Common Stock, the accrual of Additional Interest pay additional interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities Notes or New Notes, as the case may be, will suffer damages, damages if the Company and the Guarantor fail to perform their obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that: (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been filed on or prior to the 90th day following the original issuance of the Notes; (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement have been declared effective on or prior to the 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has been completed nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the original issuance of the Notes; or (iv) either the Exchange Offer Registration Statement or Shelf Registration Statement cease to be effective or usable in connection with precisionthe resales of the Notes or New Notes during a period in which it is required to be effective hereunder without being succeeded immediately by any additional Registration Statement or post-effective amendment covering the Notes or the New Notes, as the case may be, which has been filed and declared effective; (each such event referred to in the foregoing clauses (i) through (iv), a "Registration Default"), then additional interest ("Additional Interest") will accrue on the principal amount of the Notes and the New Notes, respectively (in addition to the stated interest on the Notes and the New Notes), 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. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following such first occurrence of a Registration Default were and while any such Registration Default has occurred and is continuing, and shall increase by 0.25% per annum at the end of each subsequent 90-day period up to occura maximum of 0.50% per annum with respect to all Registration Defaults, until the 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 Notes or the New Notes, respectively, will revert to the interest rate originally borne by such notes. (b) The Company and the Guarantor shall notify the Trustee under the Indenture (or the trustee under any New Notes Indenture) immediately upon the happening of each and every Registration Default. The Company and the Guarantor shall pay the Additional Interest due on the Notes or New Notes, as the case may be, by depositing with the Ttrustee (which shall not be the Company for these purposes) for the Notes or the New Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment date specified in the Indenture (or such New Notes Indenture), sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture (or such New Notes Indenture) to the record holders entitled to receive the interest payment to be made on such date. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 5 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Securities Notes or New Notes by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation . (d) All of the terms Company's and the Guarantor's obligations set forth in this Section 5 shall survive the termination of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional InterestAgreement.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time periods required therein; (iv) any post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; (v) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five ten (10) Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (ivvi) the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose and (A) prior to or on the 45th thirtieth (30th) day or 60th the forty-fifth (45th) day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 120 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (ivvi), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") ), with respect to the Transfer Restricted Securities from and including the day following the Registration Default to (but excluding excluding) the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the SecuritiesDebentures, to each holder of Securities, Debentures accruing at a rate of (x) with respect to the first 90-day ninety (90)-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the outstanding principal amount of the Securitiesthereof, and (y) with respect to the period commencing on the 91st ninety-first (91st) day following the day on which the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the outstanding principal amount of the Securitiesthereof; provided PROVIDED that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the outstanding principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securitiesthereof. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date Date, except as provided in the same manner as the payment of interest on the SecuritiesSection 3(c) hereof. Upon the cure of all Registration Defaults relating to any particular Security or share of Common StockDebenture, the accrual of Additional Interest with respect to such Security or share of Common Stock Debenture will cease. The Company agrees to deliver . (c) If the Debentures are surrendered for conversion during a Registration Default, the Record Holders of the Debentures so surrendered for conversion will receive on the settlement date all notices, certificates accrued and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no unpaid Additional Interest shall accrue with respect to such Debentures as provided in Section 3(a)(A) hereof to any Transfer Restricted Security from and after (but excluding) the earlier of conversion date relating to the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Periodsettlement date. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a each Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; , (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; , (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five (5) Business Days by a an effective post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 30 days in any 90 day period or 90 days in any 360 day period, 12-month period (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company Issuer hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Debentures that are Transfer Restricted Securities from and including the day following the Registration Default to to, but excluding excluding, the earlier of (1) the day on which the Registration Default has been cured and (2) or the date end of the Shelf Registration Statement is no longer required to be kept effectiveEffectiveness Period, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuingDebentures, equal to 0.25% one-half of one percent (0.50%) per annum each thirty (30) day period of such Registration Default of the principal amount of Debentures related to the SecuritiesTransfer Restricted Securities subject to such Shelf Registration Statement, and it being understood that (ya) Additional Interest with respect to the period commencing on the 91st day following the day the Registration Default such Transfer Restricted Securities shall have occurred and be continuing, equal to 0.50% per annum not accrue under more than one of the principal amount of the Securities; provided that in foregoing clauses (i) through (iv) at any one time, (b) no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of shall be payable on any shares of Common Stock, to each holder of shares of Common Stock issued Debentures that have been converted into Conversion Shares or upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, such Conversion Shares and (yc) with respect all calculations pursuant to this and the period commencing the 91st day following the day the Registration Default preceding sentence shall have occurred and be continuing, equal carried out to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securitiesfive decimal places. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check in accordance with the same manner as terms of the payment of interest Indenture. All accrued Additional Interest will be calculated on the Securitiesbasis of a 360-day year consisting of twelve (12) 30-day months. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockDebentures, the accrual of Additional Interest with respect to such Security or share of Common Stock Debentures will cease. The Company Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no The Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect above shall be the exclusive monetary remedy available to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain for such Registration Default. (c) Immediately upon the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that occurrence or the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason termination of a Registration Default. Therefore, the parties hereto agree that Issuer shall give the sole damages payable for a violation Trustee, so long as the Debentures remain outstanding, notice of such commencement or termination of the terms obligation to pay Additional Interest with regard to the Debentures, and the amount thereof and of this Agreement the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in an Officers’ Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officer’s Certificate the Trustee and the transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be. (d) To the extent permitted by applicable law and the interpretations of the Commission, the Shelf Registration Statement may be terminated with respect to which Additional Interest is expressly provided for (including the Transfer Restricted Securities at any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interesttime after the Effectiveness Period.

Additional Interest. (a) If: If (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Initial Registration Statement has not been declared effective by the Commission on or prior to the two hundred twenty-fifth (225th) day after the date of this Agreement or any other Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Target Effective Date; , (iiiii) except as provided in Section 4(b)(i) hereof, the Shelf a Registration Statement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose at any time within the Registration Period set forth in Section 3.1.3 below without being succeeded within five (5) Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effective; or effective or (iv) (Aiii) prior to or on the 45th or 60th day, as the case may be, of any Suspension PeriodPeriod as set forth in Section 3.1.4 below, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i), (ii) through and (iviii), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in the form of additional interest Additional Interest ("ADDITIONAL INTEREST"“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) demanding Holder with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default shall have occurred and be continuingDefault, equal to in the form of increased interest of 0.25% per annum of on the principal amount of the Securities, and (y) with respect such Holder’s Registrable Securities subject to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal such Demand Registration. The amount of the SecuritiesAdditional Interest shall increase by 0.25% after the first 90-day period until all Registration Defaults have been cured; provided that, the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time; and provided further, that in no event shall the Additional Interest accrue at a rate per year exceeding 0.501.00% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the such Holder’s Registrable Securities. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockRegistrable Security, the accrual of Additional Interest with respect to such Security or share of Common Stock Registration Default will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) the Shelf any Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the Shelf applicable Filing Deadline; , (ii) the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Target Date; Deadline, (iii) except as provided in Section 4(b)(ithe Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) hereof, the Shelf any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days immediately by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case and that is itself declared effective within 5 days of a filing such post-effective amendment, is itself immediately declared effective; or (iv) (A) prior amendment to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, Registration Statement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), then the Company and the Guarantors hereby agrees jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected thereby additional interest in 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 form Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional 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 additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, ("ADDITIONAL INTEREST"1) upon the 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 additional interest payable with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier as a result of such clause (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securitiesi), (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securitiesii), (xiii) with respect to the first 90-day period in which a Registration Default or (iv), as applicable, shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) cease. All accrued Additional Interest additional interest shall be paid in arrears to Record the Holders by the Company on each Additional Interest Payment Date entitled thereto in the same manner as provided for the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by in the Indenture on each Interest Payment Date as more fully set forth in connection with the payment of Additional InterestIndenture and the Notes. Notwithstanding the fact that any other provision of this Agreement, no Additional Interest shall accrue as securities for which additional interest is due cease to any be Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All Securities, all obligations of the Company set forth in this Section 3 that are outstanding and the Guarantors to pay additional interest with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security securities shall survive until such time as all such obligations with respect to such Transfer Restricted Security securities shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security Regency Parties and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages, damages if the Regency Parties 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 Regency Parties agree that if: (i) the Regency Parties fail to file any of the Registration Statements required by this Agreement on or before the date specified for such filing; (ii) any of such Registration Statements is not declared effective by the Commission on or prior to the date specified herein for such effectiveness; (iii) the Regency Parties fail to consummate the Exchange Offer within 30 Business Days, or longer, if required by Federal securities laws, of the date the Exchange Offer Registration Statement is declared effective under the Securities Act; or (iv) the Shelf Registration is declared effective within the time period specified in Section 3(b)(x) but thereafter ceases to be effective or usable in connection with resales of Registrable Securities (unless the Shelf Registration ceases to be effective or usable in connection with the resales of Registrable Securities as specifically permitted by the penultimate paragraph of Section 5 hereof); (each such event referred to in clauses (i), (ii), (iii) and (iv) a “Registration Default were Default”), liquidated damages in the form of additional cash interest (“Additional Interest”) will accrue on the affected Registrable Notes. Such liquidated damages and Additional Interest shall be the only monetary remedy available to occurHolders under this Agreement. The parties hereto further agree that the rate of Additional Interest provided will be 0.25% per annum for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason first 90-day period immediately following the occurrence of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of Additional Interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which such Registrable Note ceases to be a Registrable Note or otherwise become freely transferable by Holders other than affiliates of the Regency Parties without further registration under the Securities Act. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. (b) So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is expressly provided required to be paid. Any amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “Additional Interest Payment Date”) in the same manner as regular interest is payable on the Notes, commencing with the first such date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on such Additional Interest Payment Date with respect to Notes that are Registrable Notes. The amount of Additional Interest for each Registrable Note will be determined by multiplying the applicable rate of Additional Interest by the aggregate principal amount of such Registrable Note outstanding on the Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (including any nonand thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), and multiplying the product of the foregoing by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-compliance with a covenant that results, directly or indirectlyday year comprised of twelve 30-day months and, in the case of a Registration Default) shall be such Additional Interestpartial month, the actual number of days elapsed), and the denominator of which is 360.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement is Statements required by this Agreement are not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) the Shelf any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a), as applicable, (each, an "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 business days, or on longer, if required by federal securities laws, after the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the Shelf Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within five Business Days two (2) business days by a post-effective amendment to the Shelf such Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Statement that cures such failure and, in the case of a post-effective amendment, and that is itself immediately declared effectiveeffective (except as permitted in paragraph (b); or (ivsuch period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULTRegistration Default"), the Company hereby agrees Issuers and Guarantors, jointly and severally, agree to pay liquidated damages in the form of additional interest ("ADDITIONAL INTERESTAdditional Interest") with respect to the each Holder of Transfer Restricted Securities from and including the day following the adversely affected by such Registration Default Default, in an amount equal to but excluding the earlier $.05 per week per $1,000 principal amount of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) Transfer Restricted Securities held by such Holder with respect to the first 90-day period during which a immediately following the occurrence of such Registration Default Default. The amount of Additional Interest shall have occurred and be continuing, equal to 0.25% increase by an additional $.05 per annum of the week per $1,000 principal amount of the Securities, and (y) Transfer Restricted Securities with respect to the each subsequent 90-day period commencing on the 91st day following the day the (or portion thereof) until all Registration Default shall Defaults have occurred and be continuingbeen cured, equal up to 0.50% a maximum amount of Additional Interest of $.50 per annum of the week per $1,000 principal amount of the Transfer Restricted Securities; provided that the Issuers and Guarantors shall in no event shall be required to pay Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a for more than one Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) any given time. All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date Issuers and Guarantors in the same manner as interest is paid under the payment of interest on the SecuritiesNotes. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest with respect to such Security or share of Common Stock Transfer Restricted Securities will cease. The Company agrees . (b) A Registration Default referred to deliver all noticesin Section 5(a)(iv) shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i) the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers 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) the occurrence of other material events with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), certificates the Issuers are proceeding promptly and other in good faith to amend or supplement (including by way of filing documents contemplated under the Exchange Act which are incorporated by reference into the Indenture Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in connection with any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred on the payment 31st day of Additional Interest. Notwithstanding any other provision of this Agreement, no such Blackout Period and Additional Interest shall accrue as to any Transfer Restricted Security be payable in accordance with the above paragraph from and after the earlier of day such Registration Default occurs until such Registration Default is cured or until the date such security is Issuers are no longer a Transfer Restricted Security and required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the expiration related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the Effectiveness Periodaggregate of any 12-month period. All payment obligations of the Company Issuers and Guarantors set forth in this Section 3 section that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, 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 the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securities. Upon the cure of all Registration Defaults relating to any particular Security or share of Common Stock, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of the date such security is no longer a Transfer Restricted Security and the expiration of the Effectiveness Period. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities or New Securities, as the case may be, will suffer damages, damages if the Company fails to perform its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages damages. Accordingly, in the event that (i) on or prior to the 120th day following the date of original issuance of the Securities, the Exchange Offer Registration Statement has not been filed with precisionthe Commission, (ii) on or prior to the 180th day following the date of the original issuance of the Securities, the Exchange Offer Registration Statement has not been declared effective, (iii) on or prior to the 225th day following the date of the original issuance of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after the Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective or usable in connection with resales of Securities or New Securities during a period in which it is required to be effective hereunder, and such failure to be effective or so usable continues for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in clauses (i) through (iv), a "Registration Default"), then additional interest ("Additional Interest") will accrue at a rate of 0.25% per annum on the principal amount of the Securities and the New Securities, respectively (in addition to the stated interest on the Securities and the New Securities), from and including the date immediately following the date on which any Registration Default first occurs and while any 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. Notwithstanding the foregoing, in the event of a Registration Default were of the type described under clause (iv) of the preceding sentence, Additional Interest will cease to occuraccrue as a result of such Registration Default upon the earlier of the two year anniversary of the date of the original issuance of the Securities (or, if Rule 144(k) under the Act is amended to provide a shorter restrictive period, the shorter period) or the date as of which all of the applicable Securities are sold pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, the Company shall not be deemed to have failed to perform its obligations under Section 2 or 3 by reason of the failure of any Holder to provide information regarding itself reasonably requested by the Company or any regulatory agency having jurisdiction over any of the Holders at least ten business days prior to such Registration Default. (b) The Company shall notify the Trustee and paying agent(s) under the Indentures immediately upon the happening of each and every Registration Default and, to the extent the Company is obligated to pay any Additional Interest, shall provide to the Trustee and paying agent, at the applicable Record Date (as defined in the Indentures), a computation of the Additional Interest due under Section 4(a) above. The Company shall pay the Additional Interest due on the Securities or New Securities, as the case may be, by depositing with the paying agent (which shall not be the Company for these purposes) for the Securities or the New Securities, as the case may be, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M., New York time, on the next interest payment date specified in the Indentures, sums sufficient to pay the Additional Interest then due. The Additional Interest shall be payable on each interest payment date specified by the Indentures to the record holders entitled to receive the interest payment to be made on such date. Notwithstanding the foregoing, no increase in the rate under clauses (i), (ii) and (iii) above shall be payable for any period during which a Shelf Registration Statement required to be filed pursuant to clauses (i) or (ii) of Section 3(a) is effective. (c) The parties hereto further agree that the Additional Interest provided for in this Section 3 4 constitutes a reasonable estimate of the damages that may will be incurred suffered by Holders of Transfer Restricted Securities or New Securities by reason of a the happening of any Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.

Additional Interest. (a) If: If (i) any of the Shelf Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to or on the Shelf Filing Deadline; date specified for such filing in this Agreement, (ii) the Shelf any of such Registration Statement Statements has not been declared effective by the Commission on or prior to or on the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, Date with respect to the Shelf Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease but ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or (iv) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, under this Agreement (each such event referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"“Registration Default”), the Company hereby agrees to pay liquidated damages in that the form of additional interest ("ADDITIONAL INTEREST") with respect to rate borne by the Transfer Restricted Securities from and including shall be increased by 0.25% per annum during the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate: (A) in respect of the Securities, to each holder of Securities, (x) with respect to the first 90-day period during which a immediately following the occurrence of any Registration Default and shall have occurred and be continuing, equal to increase by 0.25% per annum at the end of the principal amount of the Securitieseach subsequent 90-day period (such increase, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing“Additional Interest”), equal to 0.50% per annum of the principal amount of the Securities; provided that but in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and (B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of Securities, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted Securities, and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, equal to such increase exceed 0.50% per annum of the principal amount of the converted Securities; provided that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date in the same manner as the payment of interest on the Securitiesannum. Upon Following the cure of all Registration Defaults relating to any particular Security or share of Common StockTransfer Restricted Securities, the accrual of Additional Interest with respect to such Security or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated interest rate borne by the Indenture in connection with the payment of Additional Interest. Notwithstanding any other provision of this Agreement, no Additional Interest shall accrue as to any relevant Transfer Restricted Security from and after Securities will be reduced to the earlier of the date original interest rate borne by such security is no longer a Transfer Restricted Security and Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the expiration of interest rate borne by the Effectiveness Periodrelevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All obligations of the Company and the Guarantors set forth in this Section 3 the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security security shall have been satisfied in full. The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if a Registration Default were to occur. The parties hereto further agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of the damages that may be incurred by Holders of Transfer Restricted Securities by reason of a Registration Default. Therefore, the parties hereto agree that the sole damages payable for a violation of the terms of this Agreement with respect to which Additional Interest is expressly provided for (including any non-compliance with a covenant that results, directly or indirectly, in a Registration Default) shall be such Additional Interest.