Common use of Additional Interest Clause in Contracts

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (ia) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on been Consummated or prior to the applicable Filing Deadline, (ii) any such a Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline360th day after the Initial Placement Date, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivb) any if applicable, a Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days during the Effectiveness Period (other than because of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”the sale of all of the Transfer Restricted Securities registered thereunder), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of (“Additional Interest”) shall accrue on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence Notes at a rate of such Registration Default. The amount of the additional interest shall increase 0.25% per annum (which rate will be increased by an additional 25 basis points with respect to 0.25% per annum for each subsequent 90-day period until all Registration Defaults have been cured, up that such Additional Interest continues to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securitiesaccrue; provided that the Issuers shall rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to calculated by the contrary set forth herein, Issuers) commencing on (1x) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, 361st day after the Shelf Registration Statement)Initial Placement Date, in the case of clause (ia) above, or (2y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement (and/orwhich had ceased to remain effective, if applicable, Additional Interest on the Shelf Registration Statement), Notes in the case respect 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 which such events relate as a result of such clause (i), (ii), (iii) or (ivthe relevant subclause thereof), as applicablethe case may be, shall ceasecease to accrue. For purposes Notwithstanding any other provisions of calculating the Issuers’ timely compliance with clause (iv) abovethis Section 5, the period in which Issuer shall file with the Commission such amendment in clause (4) above, Issuers shall not commence until the later of (x) the date such Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers obligated to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied Additional Interest provided in fullthis Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. (a) If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate 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 on within 30 business days, or prior longer, if required by federal securities laws, after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days (except as permitted in paragraph (b); such period of filing such post-effective amendment to time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "BLACKOUT PERIOD") (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers hereby Company and the Subsidiary Guarantors, jointly and severally, agree to pay additional interest ("ADDITIONAL INTEREST") to each Holder of Transfer Restricted Securities adversely affected thereby additional interest by such Registration Default, in an amount equal to 25 basis points $.05 per 90-day period of the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for with respect to the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest Additional Interest shall increase by an additional 25 basis points $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of additional interest Additional Interest of 1% $.50 per annum of the week per $1,000 principal amount of Transfer Restricted Securities; provided that . All accrued Additional Interest shall be paid to Record Holders by the Issuers shall Company and the Subsidiary Guarantors in no event be required the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to pay additional interest for more than one any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. (b) A Registration Default at any given time. Notwithstanding anything referred to the contrary set forth herein, (1in Section 5(a)(iv) upon filing of the Exchange Offer shall be deemed not to have occurred and be continuing in relation to a Registration Statement (and/or, or the related Prospectus 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 Blackout Period has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement related Prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the additional interest Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in 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 above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company and the Subsidiary Guarantors set forth in this section that are outstanding with respect to the any Transfer Restricted Securities as a result of Security at the time 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 security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such payment obligations with respect to such securities security shall have been satisfied in full.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Deadline, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified herein without being succeeded within 2 Business Days in 30 days by a post-effective amendment to such the Registration Statement or an additional Registration Statement that cures such failure and that is itself causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement or made usable (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree Company agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points $0.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $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 1% $0.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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 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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the SecuritiesExchange Notes. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Transfer Restricted Notes will suffer damages 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. Accordingly, in the event that either (i) any Registration Statement required by this Agreement the Registered Exchange Offer is not filed with completed (other than in the Commission 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 applicable Filing Deadline, Issue Date (ii) any such the “Target Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration DefaultDate”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points rate on the Notes will be increased by (x) 0.25% per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues annum for the first 90-day period immediately following the occurrence of such Target Registration Default. The amount 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 additional issuance by the Issuers and the Guarantors of a notice that the Shelf Registration 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 be 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 shall increase rate on Notes that constitute Transfer Restricted Notes will be increased (commencing on the 61st day in such twelve-month period) by an additional 25 basis points with respect to each subsequent (x) 0.25% per annum for the first 90-day period until all 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 Defaults have Statement has again been cured, up to a maximum amount 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 1% per annum 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 principal amount 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 agree that the liquidated damages in the form of additional interest provided for in this Section 3 constitute a reasonable estimate of and are intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Securities; provided Notes by reason of the failure of (i) the Registered Exchange Offer to be completed, (ii) the Shelf Registration Statement, 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 term “Transfer Restricted Notes” means (i) each Note until the date on which such Note has been exchanged for a 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 Shelf Registration Statement. In addition and solely for the purposes of 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 Rule 144 by a person that is not an “affiliate” (as defined in Rule 144). Notwithstanding anything to the contrary in Sections 3(a) and 3(b) hereof, the Issuers shall in no event not 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 a Holder of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of Notes if such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating Holder failed to comply with its obligations to make 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully representations set forth in the Indenture and second to last paragraph of Section 1 or failed to provide the Securities. Notwithstanding the fact that any securities for which additional interest is due cease information required to be Transfer Restricted Securitiesprovided by it, all obligations of the Issuers if any, pursuant to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullSection 4(n).

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days ten business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby (subject to Section 4(b)) additional interest in an amount equal to 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest liquidated damages shall increase by an additional 25 basis points $.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 1% $.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers Company shall in no event be required to pay additional interest liquidated damages 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If The 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) any the Company does not file a Registration Statement required by this Agreement is not filed with covering all the Commission Registrable Securities on or prior to before the applicable Filing Deadline, Date; (ii) any such Registration Statement has is not been declared effective by the Commission on or prior to before the applicable Effectiveness Deadline, Date; (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day period; or (iv) any a Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease but, during the applicable Effectiveness Period, 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 2 ten (10) Business Days by a an effective post-effective amendment to such Registration Statement 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 1934 Act that cures such failure and that is itself declared effective within 5 Business Days or the effectiveness of filing such post-effective amendment to such the Registration Statement Statement; (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then for so long as any Notes or Registrable Securities are outstanding, in such event as partial relief for the Issuers 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 agree agrees to pay to each Holder of Transfer Restricted Notes or Registrable Securities affected thereby additional interest in an amount then outstanding aggregate Additional Interest equal to 25 basis points 0.25% per 90-day period 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 Transfer Restricted Securities held by such Holder for the 90-day period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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 Notes as a result of conversion of which such clause (i)Common Stock have been issued to the extent such Common Stock constitute Registrable Securities; provided, (ii)further, (iii) 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 (iv)be cured. The Company will pay any Additional Interest as set forth in, as applicable, shall cease. For purposes of calculating and subject to the Issuers’ timely compliance with clause (iv) aboveterms and conditions of, the period Indenture. In no event shall Additional Interest accrue under the terms of this Registration Rights Agreement and the Indenture at a rate in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until the later excess of (x) the date such Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review 0.50% per annum pursuant to Section 6(c)(v) hereof this Registration Rights Agreement and provided any comments to such Registration Statement. All accrued additional interest shall be paid the Indenture, regardless of the number of events or circumstances giving rise to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers requirement to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullAdditional Interest.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 2 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal (the "Additional Interest"). Additional Interest shall accrue, with respect to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period (or portion thereof) immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum of the aggregate principal amount of the Transfer Restricted Notes on the date of such Registration Default, payable in cash semiannually in arrears on each Interest Payment Date, commencing on the date of such Registration Default. The amount rate of the additional interest Additional Interest shall increase by an additional 25 basis points with respect to 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount rate of additional interest Additional Interest for all Registration Defaults of 11.00% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one Registration Default at any given timeannum. 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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest Additional Interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest Additional Interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline[60th] day following the Issue Date, (ii) any such a Shelf Registration Statement has not been declared effective by filed with the Commission Commission; or (ii) on or prior to the applicable Effectiveness Deadline[180th] day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission; (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or effectiveness date of any Shelf Registration Statement, (ivx) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded 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 2 five Business Days by Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed [45] or [60] calendar days, as applicable, whether or not 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 Effectiveness Period; or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself declared effective within 5 Business Days not solely due to the failure of filing such post-effective amendment a Holder of Registrable Securities to such Registration Statement perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at any given time. Notwithstanding anything a rate per annum equal to the contrary set forth herein, an additional [one-quarter of one percent (1) upon filing 0.25%)] of the Exchange Offer Applicable Amount to and including the [90th] day following such Registration Statement Default, and [one-half of one percent (and/or, if applicable0.50%)] 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 Shelf Company will deliver to each Holder converting Securities during the continuance of a Registration Statement), in Default [___]% of the number of shares of Common Stock the Holder would have otherwise received upon conversion (“Additional Shares”) and no Additional Interest shall be payable on such converted Securities. (b) In the case of (ia Registration Default described in Sections 7(a)(i)–(iii) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/orAdditional Interest, if applicableany, the Shelf Registration Statement)shall be payable only to Notice Holders and, in the case respect of (iia Registration Default described in Section 7(a)(iv) 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/orAdditional Interest, 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 applicableany, shall cease. For purposes 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 calculating the Issuers’ timely compliance with clause (iv) abovethis Section 7 shall be paid in cash semiannually in arrears, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until first semiannual payment due on the later of (x) first interest payment date following the date such Registration Statement ceases to be effective, and (y) such date on which such Additional Interest begins to accrue, to the Notice Holders in whose name the 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 Holder shall have completed its review pursuant to Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 6(c)(v9(a) hereof and provided any comments to such Registration Statement. All accrued additional interest hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be paid the exclusive cash (or asset, as the case may be) remedy available to the Holders entitled thereto, of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the manner provided for the payment applicable maximum amount of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully [one-half of one percent (0.50%)] set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securitiesabove, all obligations regardless of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullwhether one or multiple Registration Defaults exist.

Additional Interest. If (a) In the event that (i) any the Partnership has not filed the Exchange Offer Registration Statement required by this Agreement is not filed or the Shelf Registration Statement with the Commission on or prior before the date on which such Registration Statement is required to the applicable Filing Deadlinebe so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) any such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or prior before the date on which such Registration Statement is required to be declared effective under the applicable Effectiveness DeadlineAct pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Exchange Offer has not been Consummated on or prior to consummated within 260 days after the Consummation Deadline date of issuance of the Securities, or (iv) any the Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or Section 3(b) hereof is filed and declared effective by the 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 2 Business Days immediately by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement by the Commission under the Act (each such event referred to in clauses (i) through (iv), ) is referred to herein as a “"Registration Default”"), then the Issuers hereby agree to Partnership shall pay to each Holder of Transfer Restricted Securities affected thereby additional interest ("Additional Interest") on the affected Securities that will accrue and be payable semiannually on the Securities (in an amount equal addition to 25 basis points the stated interest on such Securities) from and including the date such Registration Default occurs to, but excluding, the 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 principal amount number of Transfer Restricted Securities held Registration Defaults. Additional Interest shall not accrue if the Partnership has 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 declared by the Commission under the Act on or before the date which such Holder for Registration Statement is required to be declared effective under the 90-day period or portion thereof Act pursuant to Section 3(b). If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest that shall initially be in effect upon the occurrence of such subsequent Registration Default continues for shall be 0.25% per annum during the first 90-day period immediately following the occurrence of such Registration Default. The amount , regardless of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all rate of Additional Interest in effect at the time of any prior Registration Defaults have been cured, up to a maximum amount of additional interest of 1% per annum Default at the time of the principal amount cure of Transfer Restricted Securities; provided any such prior Registration Default. (b) Without limiting the remedies available to the Initial Purchasers and the Holders, the Partnership acknowledges that any failure by the Issuers shall 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 event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to specifically enforce the contrary set forth herein, (1Partnership's obligations under Section 2(a) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (iand Section 3(b) 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullhereof.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.25 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, thereto in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, Date as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If The 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) shall only apply with regard to Conversion Shares held by the applicable Holders. Accordingly, if: (i) any the Company does not file the Registration Statement required by this Agreement is not filed with under the Commission first sentence of Section 2(a) on or prior to before the applicable Filing Deadline, date that is seven Business Days after the Closing Date; (ii) any such a Registration Statement has is not been declared effective by the Commission on or prior to before the applicable Effectiveness Deadline, ; (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or Company extends any Suspension Period beyond 45 days during any consecutive 12-month period; or (iv) any a Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease but, during the applicable Effectiveness Period, 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 2 10 Business Days by a an effective post-effective amendment to such Registration Statement Statement, a supplement to the 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 or the effectiveness of a Subsequent Form S-3, and that is itself declared effective within 5 Business Days either (x) the Company fails for any reason to satisfy the requirements of filing such post-effective amendment Rule 144(c)(1), including, without limitation, the failure to such Registration Statement satisfy the current public information requirement under Rule 144(c); or (y) the Company fails to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of 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”), then in such event as partial relief for the Issuers 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 agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby Holder, subject to Section 2(d), aggregate additional interest in an amount (“Additional Interest”) equal to 25 basis points 0.50% per 90-day period of annum during the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.50% per annum during each subsequent 90-day period until period; provided that in no event shall the Additional Interest exceed 2.000% per annum, on all Registration Defaults outstanding Notes (and all outstanding Conversion Shares to the extent Conversion Shares have been cured, up issued with respect to a maximum amount any Notes prior to the occurrence of additional interest the Registration Default and such Conversion Shares remain Registrable Securities); provided that the payment of 1% per annum of Additional Interest on any such Conversion Shares will be calculated based on the principal amount of Transfer Restricted Securities; provided that the Issuers 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 Notes as a result of conversion of which 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 Conversion Shares were issued; provided further that any such amendment in clause (4) above, shall not commence until the later of (x) the date Additional Interest will cease to accrue to Holders hereunder when any such Registration Statement ceases to Default will cease, be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall remedied or be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullcured.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in sections 3(a) and 4(a), as applicable, (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby Company and the Guarantors jointly and severally agree to pay additional interest to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal with respect to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of 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 25 basis points $.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 1% $.50 per annum of the week per $1,000 principal amount of Transfer Restricted Securities; provided that the Issuers . 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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to Record Holders by the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture Company and the Securities, Guarantors by wire transfer of immediately available funds or by federal funds check on each Interest Damages Payment Date, as more fully provided in the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of additional interest with respect to such Transfer Restricted Securities will cease. All payment obligations of the Company and the Guarantors set forth in the Indenture and preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the Securities. Notwithstanding time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Security shall have been satisfied in full provided, however, that the fact that any securities for which additional interest is due shall cease to accrue on the day immediately prior to the date such Transfer Restricted Securities cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If The 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) any the Company does not file a Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, ; (ii) any such a Registration Statement has is not been declared effective by the Commission on or prior to before the applicable Effectiveness Deadline, ; (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or Company extends any Suspension Period beyond 45 days during any consecutive 12-month period; or (iv) any a Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease but, during the applicable Effectiveness Period, 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 2 10 Business Days by a an effective post-effective amendment to such Registration Statement Statement, a supplement to the 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 or the effectiveness of a Subsequent Form S-3, and that is itself declared effective within 5 Business Days either (x) the Company fails for any reason to satisfy the requirements of filing such post-effective amendment Rule 144(c)(1), including, without limitation, the failure to such Registration Statement satisfy the current public information requirement under Rule 144(c); or (y) the Company fails to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of 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”), then in such event as partial relief for the Issuers 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 agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby Holder, subject to Section 2(d), aggregate additional interest in an amount (“Additional Interest”) equal to 25 basis points 0.50% per 90-day period of annum during the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.50% per annum during each subsequent 90-day period until period; provided that in no event shall the Additional Interest exceed 2.000% per annum, on all Registration Defaults outstanding Notes (and all outstanding Conversion Shares to the extent Conversion Shares have been cured, up issued with respect to a maximum amount any Notes prior to the occurrence of additional interest the Registration Default and such Conversion Shares remain Registrable Securities); provided that the payment of 1% per annum of Additional Interest on any such Conversion Shares will be calculated based on the principal amount of Transfer Restricted Securities; provided that the Issuers 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 Notes as a result of conversion of which 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 Conversion Shares were issued; provided further that any such amendment in clause (4) above, shall not commence until the later of (x) the date Additional Interest will cease to accrue to Holders hereunder when any such Registration Statement ceases to Default will cease, be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall remedied or be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullcured.

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer 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. Accordingly, in the event that: (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement have been filed with the Commission on or prior to the applicable Filing Deadline, 90th day following the original issuance of the Notes; (ii) any such neither the Exchange Offer Registration Statement has not nor the Shelf Registration Statement have been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has not been Consummated completed nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline or 210th day following the original issuance of the Notes; or (iv) any either the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter or Shelf Registration Statement cease to be effective or fail usable in connection with the resales of the Notes or New Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded within 2 Business Days immediately by a any additional Registration Statement or post-effective amendment to such Registration Statement that cures such failure covering the Notes or the New Notes, as the case may be, which has been filed and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement effective; (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of ("Additional Interest") will accrue on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that 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 continues for first occurs and while any such Registration Default has occurred and is continuing, to but excluding the first 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 the such first occurrence of a Registration Default and while any such Registration Default. The amount of the additional interest Default has occurred and is continuing, and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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)all Registration Defaults, (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) such date on which a Holder shall all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional been achieved, on which date the interest shall be paid rate on the Notes or the New Notes, respectively, will revert to the Holders entitled theretointerest 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 the manner provided trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment of interest 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 agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company's and the Securities, on each Interest Payment Date, as more fully Guarantor's obligations set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities this Section 5 shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthe termination of this Agreement.

Additional Interest. If Subject to the Company's rights set forth in Sections 4(c), 4(d) and 6(d) hereof, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiiii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iviii) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose purpose, except during any Suspension Period, without being succeeded within 2 10 Business Days by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is filed and itself declared effective within 5 such 10 Business Days of filing such post-effective amendment to such Registration Statement Day period (each such event referred to in clauses (i) through (iviii), a “"Registration Default”"), then the Issuers Company 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 25 basis points 0.25% per 90-day period annum of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points 0.25% per annum of the 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 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given timetime and, in the case of a Shelf Registration Statement, it is expressly understood that additional interest would be payable only with respect to Transfer Restricted Securities so requested to be registered pursuant to Section 4(a)(ii) of this Agreement. 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) cease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration StatementDefault. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment DateDate (as defined in the Indenture), as more fully set forth in the Indenture and the SecuritiesSenior Subordinated Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of additional interest shall be the only remedy available to holders of Senior Subordinated Notes for any Registration Default. Furthermore, notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. The amount of additional interest payable shall not increase because more than one Registration Default has occurred and is continuing, and a Holder of Senior Subordinated Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points $0.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase be increased by an additional 25 basis points $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, the Transfer Restricted Securities become freely tradeable without registration under the Act or no Transfer Restricted Securities are outstanding, up to a maximum amount of additional interest of 1% $0.30 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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 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 OfferOffer or the effectiveness of a Shelf Registration Statement filed by the Company in accordance with Section 4(a)(ii) hereof, in each case with respect to the affected series of Transfer Restricted Securities, 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 of the applicable series 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 cease (iv) above, the period in which Issuer unless a subsequent Registration Default 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statementoccur). All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesInitial Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) 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 DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on within 30 business days, or prior longer if required by the federal securities laws, from the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days (except as permitted in paragraph (b); such period of filing such post-effective amendment to time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby jointly and severally agree to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities adversely affected thereby additional interest by such Registration Default, in an amount equal to 25 basis points 0.25% per 90-day period year of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for with respect to the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest Additional Interest shall increase by an additional 25 basis points 0.25% per year of the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of additional interest Additional Interest of 10.50% per annum year of the principal amount of Transfer Restricted Securities; provided that . All accrued Additional Interest shall be paid to Record Holders by the Issuers shall in no event be required the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to pay additional interest for more than one any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. (b) A Registration Default at any given time. Notwithstanding anything referred to the contrary set forth herein, (1in Section 5(a)(iv) upon filing of the Exchange Offer shall be deemed not to have occurred and be continuing in relation to a Registration Statement (and/or, or the related Prospectus 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 Blackout Period has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited 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 an additional Registration Statement that causes the Exchange Offer Registration Statement related Prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the additional interest payable with respect Issuers are proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Transfer Restricted Securities as a result of such clause (i), (ii), (iiiExchange Act which are incorporated by reference into the Registration Statement) 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 and the related Prospectus to describe such events; provided, however, that in any case if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default shall be effective, deemed to have occurred on the 31st day of such Blackout Period and (y) Additional Interest shall be payable in accordance with the above paragraph from the day such date on which a Holder shall have completed its review Registration Default occurs until such Registration Default is cured or until such Issuer is no longer required pursuant to Section 6(c)(v) hereof and provided any comments this Agreement to keep such Registration StatementStatement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate in any 12-month period. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest set forth in this section that are outstanding with respect to securities 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 securities security shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer 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. Accordingly, in the event that: (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement have been filed with the Commission on or prior to the applicable Filing Deadline, 90th day following the original issuance of the Notes; (ii) any such neither the Exchange Offer Registration Statement has not nor the Shelf Registration Statement have been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has not been Consummated completed nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline or 210th day following the original issuance of the Notes; or (iv) any either the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter or Shelf Registration Statement cease to be effective or fail usable in connection with the resales of the Notes or New Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded within 2 Business Days immediately by a any additional Registration Statement or post-effective amendment to such Registration Statement that cures such failure covering the Notes or the New Notes, as the case may be, which has been filed and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement effective; (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of ("Additional Interest") will accrue on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that 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 continues for first occurs and while any such Registration Default has occurred and is continuing, to but excluding the first 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 the such first occurrence of a Registration Default and while any such Registration Default. The amount of the additional interest Default has occurred and is continuing, and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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)all Registration Defaults, (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) such date on which a Holder shall all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional been achieved, on which date the interest shall be paid rate on the Notes or the New Notes, respectively, will revert to the Holders entitled theretointerest 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 the manner provided trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment of interest date specified in the Indenture and the Securities(or such New Notes Indenture), on each Interest Payment Date, as more fully set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers sums sufficient to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.the Additional

Additional Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers Company 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 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (1i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ia) above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, applicable the Shelf Registration Statement), in the case of (iib) above, (3iii) upon Consummation of the Exchange Offer, in the case of (iiic) above, or (4iv) 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 usable, in the case of (ivd) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has is not been Consummated on or prior to the Consummation Deadline Target Date, (ii) the Shelf Registration Statement, if required pursuant to Section 4(a) hereof, has not become effective on or prior to the date specified in Section 4(a)(y), or (iviii) any the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days the Company curing such failure by causing a post-effective amendment to such Registration Statement that cures such failure to be filed and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement 45 days (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Issuers Company hereby agree to pay to each Holder of agrees that the interest rate borne by the Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points shall be increased by 0.25% per 90-day period of annum during the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until period, but in no event shall such increase exceed 0.50% per annum (“Additional Interest”). Upon the earlier of (i) the date all Registration Defaults relating to any particular Transfer Restricted Securities have been curedcured or (ii) the date of which all the Notes and Exchange Notes otherwise cease to be Registrable Securities, up the interest rate borne by the relevant Transfer Restricted Securities will be reduced to a maximum amount of additional the original interest of 1% per annum of the principal amount of rate borne by such Transfer Restricted Securities; provided that provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the Issuers interest rate borne by the relevant Transfer Restricted Securities shall in no event again be required increased pursuant to pay additional interest for the foregoing provisions. (b) If at any time more than one Registration Default at 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 given time. Notwithstanding anything such Additional Interest commences to accrue. (c) All obligations of the contrary Company set forth herein, (1in Section 5(a) 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 hereof 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 are outstanding with respect to the any Transfer Restricted Securities as a result of Security at the time 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 security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such obligations under Section 5(a) with respect to such securities security shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Additional Interest shall be the only remedy available to Holders for any Registration Default. Notwithstanding any other provision of this Agreement, a Holder of Registrable Securities who does not comply with the provisions of Section 4(b) hereof, if applicable, shall not be entitled to receive Additional Interest unless and until such Holder complies with the provisions of such section, if applicable.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) subject to Section 6(e) hereof, any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest Additional Interest in an amount equal to 25 basis points $0.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest Additional Interest shall increase by an additional 25 basis points $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 Additional Interest of 1% $0.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers Company shall in no event be required to pay additional interest 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/oran/or, if applicable, 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 usable, in the case of (iv) above, the additional interest 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest Additional Interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to 30 Business Days after the Consummation Effectiveness Deadline with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points $0.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $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 1% $0.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the SecuritiesExchange Notes. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or prior by the date that is one year from the date of this Agreement with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points a per 90-day period annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that while the 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 , with such rate increasing by an additional 25 basis points per annum rate of 0.25% 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 11.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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 Shelf Registration Statement (and/orStatement, 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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each the next scheduled Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the SecuritiesExchange Notes. All accrued additional interest shall be computed in the manner provided for the computation of interest in the Indenture. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) If: (i) any the Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Filing Deadline, ; (ii) any such the Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Deadline, Target Date; (iii) the Exchange Offer has not been Consummated on or prior subject to the Consummation Deadline or (ivprovisions of Section 4(b)(i) any hereof, the Registration Statement required by this Agreement is filed and declared effective but shall but, during the Effectiveness Period, thereafter cease ceases to be effective or fail fails to be usable for its intended purpose without being succeeded within 2 three (3) Business Days by a post-effective amendment to such the Registration Statement or within five (5) Business Days by 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 that and, in the case of a post-effective amendment, is itself declared effective itself, within 5 two (2) Business Days of filing such postfiling, declared effective; or (iv) after the 60th consecutive day in any 90-effective amendment day period or the 105th day in any 365-day period, as the case may be, of any Suspension Period, the suspension referred to such Registration Statement in Section 4(b)(i) hereof has not been terminated, (each such event referred to in foregoing clauses (i) through (iv), a “"Registration Default”"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby make 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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, payments (1"Additional Interest") 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 to the Record Holders thereof from and including the day on which the Registration Default occurs to but excluding the day on which the Registration Default has been cured. Additional Interest shall accrue to each Record Holder on the Transfer Restricted Securities during such period at a rate of 0.5% per annum on the amount of Transfer Restricted Securities (such amount determined as a result described below). (b) The amount of Transfer Restricted Securities shall be determined as follows (x) with respect to the Notes, the aggregate principal amount of all such Notes outstanding, (y) with respect to the shares of Class A Subordinate Voting Stock into which the Notes have been converted, the aggregate number of such clause shares of Class A Subordinate Voting Stock outstanding multiplied by the Conversion Price (i)as defined in the Indenture) at the time such Notes were converted, and (ii), (iiiz) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) aboverespect to combinations thereof, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until the later sum of (x) the date such Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(vfor the relevant Transfer Restricted Securities. (c) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid in cash in arrears to Record Holders by the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, Company on each Interest Payment DateDate by way of a deposit of immediately available funds, as more fully set forth in sufficient to pay such accrued Additional Interest, with the Indenture and Paying Agent. The rate of accrual of the SecuritiesAdditional Interest with respect to any period shall not exceed 0.5% per annum notwithstanding the occurrence of multiple concurrent Registration Defaults. Notwithstanding Following the fact that cure of all Registration Defaults relating to any securities for which additional interest is due cease to be Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities shall cease. Additional Interest shall cease to accrue on any Transfer Restricted Security at the time said security ceases to be a Transfer Restricted Security; provided that all obligations of the Issuers Company to pay additional interest with respect Additional Interest accrued prior to securities such time as set forth in this Section 3 shall survive until such time as all such obligations with respect to such securities shall Transfer Restricted Security have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for Registration Defaults.

Additional Interest. (a) If (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness DeadlineTarget Date, (iii) except as provided in Section 4(b)(i) hereof, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 five Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment 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 Registration Statement 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”), then the Issuers Issuer and the Guarantor jointly and severally hereby agree to pay additional interest (“Additional Interest”) with respect to each Holder of Securities that are Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-from and including the day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that following the Registration Default continues for to but excluding the day on which the Registration Default has been cured, accruing at a rate, to each holder of Securities, (x) with respect to the first 90-day period immediately following the occurrence of such during which a Registration Default. The amount of the additional interest Default shall increase by an additional 25 basis points with respect have occurred and be continuing, equal to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.25% per annum of the principal amount of Transfer Restricted 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 the Issuers shall in no event be required shall Additional Interest accrue at an aggregate rate per year exceeding 0.50% of the principal amount of the Securities and provided further that Additional Interest with respect to pay additional interest for such Transferred Restricted Securities shall not accrue under 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 foregoing clauses (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause and (iv) aboveat any one time. No Additional Interest shall be payable on any Securities that have been converted into shares of Common Stock or such Common Stock. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer or the Guarantor on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check in accordance with the terms of the Indenture. Following the cure of all Registration Defaults relating to any particular Securities, the period accrual of Additional Interest with respect to such Securities will cease. The Issuer and the Guarantor agree to deliver all notices, certificates and other documents contemplated by the Indenture in which Issuer shall file connection with the Commission payment of Additional Interest. All obligations of the Issuer and the Guarantor set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

Additional Interest. (a) If (iA) any the Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Registration Filing Deadline, as applicable, (iiB) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or the Shelf Registration Effectiveness Deadline, as applicable, (iiiC) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivD) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days five (5) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (iA) through (ivD), a “Registration Default”), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (1i) upon filing of the Exchange Offer Registration Statement (and/or, and/or if applicable, applicable the Shelf Registration Statement), in the case of (iA) above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, applicable the Shelf Registration Statement), in the case of (iiB) above, (3iii) upon Consummation of the Exchange Offer, in the case of (iiiC) above, or (4iv) 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 usable, in the case of (ivD) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (iA), (iiB), (iiiC) or (ivD), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause . (ivb) 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is due cease ceases to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such 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 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 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 that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in 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 paragraph (a) of this Section 5 from the day such Registration Default occurred until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the rights of the Escrow Issuer (and, after the Merger, the Company) set forth in Sections 4(c), 4(d) and 6(d) hereof, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiiii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iviii) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose purpose, except during any Suspension Period, without being succeeded within 2 10 Business Days by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is filed and itself declared effective within 5 such 10 Business Days of filing such post-effective amendment to such Registration Statement Day period (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Issuers Escrow Issuer (and, after the Merger, the Company and the Guarantors, jointly and severally) hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points 0.25% per 90-day period annum of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points 0.25% per annum of the 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 11.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers Escrow Issuer (and, after the Merger, the Company and the Guarantors) shall in no event be required to pay additional interest for more than one Registration Default at any given timetime and, in the case of a Shelf Registration Statement, it is expressly understood that additional interest would be payable only with respect to Transfer Restricted Securities so requested to be registered pursuant to Section 4(a)(ii) of this Agreement. 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.,

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Closing Date, (ii) any such a Shelf Registration Statement has not been declared effective by filed with the Commission Commission, (ii) on or prior to the applicable Effectiveness Deadline180th day following the Closing Date, such Shelf Registration Statement has not become effective or (iii) if, after the Exchange Offer has not been Consummated on or prior to effectiveness date of the Consummation Deadline or Shelf Registration Statement, (ivx) any the Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by the offer and sale of Registrable Securities (other than due to a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (ivSuspension Period), a “Registration Default”and the Company fails to file (and have become effective,), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been curedwithin 10 Business Days, up to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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 Shelf Registration Statement or an additional Registration Statement that causes amendment or supplement to the Exchange Offer Registration Statement (and/or, if applicable, Prospectus contained therein or such other document with the Commission to make the Shelf Registration Statement) to again be declared Statement effective or made usable such Prospectus usable, or (y) Suspension Periods exceed 45 days, whether or not consecutive, in any 90-day period, or more than 90 days, whether or not consecutive, during any 12-month period during the case of Effectiveness Period (iv) aboveeach, a "Registration Default"), the Company shall be required to pay additional interest payable with respect ("Additional Interest"), from and including the day following such Registration Default until such Registration Default is cured, at a rate per annum equal to one-quarter of one percent (0.25%) of the aggregate principal amount of the Debentures, to and including the 90th day following such Registration Default and one-half of one percent (0.50%) of the aggregate principal amount of the Debentures from and after the 91st day following such Registration Default. (b) If a Holder has converted some or all of its Securities into Common Stock, the Holder will be entitled to receive equivalent amounts of Additional Interest based on the principal amount at maturity of the Securities converted. A Holder will not be entitled to Additional Interest unless it has provided all information requested by the Notice and Questionnaire prior to the Transfer Restricted date of the Registration Default, if the date of the Registration Default is after the deadline for the return of the Notice and Questionnaire. (c) Notwithstanding the foregoing, in no 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 paid as a result Additional Interest pursuant to paragraph (a) of such clause (i)this Section 7 shall be paid in cash semiannually in arrears, (ii), (iii) with the first semiannual payment due on the first June 15 or (iv)December 15, as applicable, shall cease. For purposes of calculating following 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) such date on which a Holder shall have completed its review pursuant such Additional Interest begin to accrue. (e) Except as provided in Section 6(c)(v9(c) hereof and provided any comments to such Registration Statement. All accrued additional interest hereof, the Additional Interest as set forth in this Section 7 shall be paid the exclusive monetary remedy available to the Holders entitled thereto, of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the manner provided for the payment applicable maximum amount of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully one-half of one percent (0.50%) set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securitiesabove, all obligations regardless of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullwhether one or multiple Registration Defaults exist.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.25 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) If (i) any of the Registration Statement Statements required by this Agreement is are not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statement has Statements have not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in Sections 3(a)(ii) and 4(a)(y), as applicable, (each, an "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on within 30 business days, or prior to longer, if required by federal securities laws, after the Consummation Deadline Exchange Offer Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days (except as permitted in paragraph (b); such period of filing such post-effective amendment to time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby Companies and the Guarantors, jointly and severally, agree to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities adversely affected thereby additional interest by such Registration Default, in an amount equal to 25 basis points $.05 per 90-day period of the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for with respect to the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest Additional Interest shall increase by an additional 25 basis points $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum amount of additional interest Additional Interest of 1% $.50 per annum of the week per $1,000 principal amount of Transfer Restricted Securities; provided that . All accrued Additional Interest shall be paid to Record Holders by the Issuers Companies and the Guarantors in the same manner as interest is paid under the Notes. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. Additional Interest shall in no event be required to pay additional interest for not accrue under 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), Defaults specified in the case of clauses (i) above, through (2iv) upon the effectiveness of the Exchange Offer above at any one time. (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 (and/or, if applicable, i) the Shelf Registration Statement), in the case Blackout Period has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Companies or 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 Companies or the Guarantors that would need to be described in such Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement related Prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the additional interest Companies 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 case if such Blackout Period occurs for a continuous period in excess of 45 days, a Registration Default shall be deemed to have occurred on the 46th 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 Companies is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 60 days in the aggregate of any 12-month period. All payment obligations of the Companies and the Guarantors set forth in this section that are outstanding with respect to the any Transfer Restricted Securities as a result of Security at the time 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 security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such payment obligations with respect to such securities security shall have been satisfied in full.

Additional Interest. If (a) If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Shelf Filing Deadline, a Shelf Registration Statement has not been filed with the Commission; (ii) any such on or prior to the Effectiveness Target Date, the initial Shelf Registration Statement has not been declared effective by the Commission on or (and includes, without limitation, any information with respect to an Election Holder that has properly completed, executed and delivered an Election and Questionnaire prior to or on the applicable Effectiveness Deadline, 20th calendar day after such Holder's receipt thereof that is required so that such Holder is named as a selling securityholder in the initial Shelf Registration Statement and is permitted to deliver the Prospectus forming a part thereof to purchasers of such Holder's Registrable Securities); (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) Effective Time of any Shelf Registration Statement, such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file and, in the case of a post-effective amendment, have declared effective, within 2 five Business Days by Days, a post-effective amendment to such Shelf Registration Statement, a supplement to the Prospectus contained therein or a report with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act to make such Shelf Registration Statement that cures effective or such failure and that is itself declared effective within 5 Business Days Prospectus usable; (iv) prior to or on the 30th calendar day or 45th calendar day, as the case may be, of filing any Suspension Period, such postsuspension has not been terminated, or Suspension Periods exceed an aggregate of 120 calendar days in any 360-effective amendment calendar day period; or (v) the Company shall have failed to such Registration Statement timely comply with any of its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses (i) through (ivv), a “"Registration Default”"), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one ("Additional Interest"), from and including the day following such Registration Default at any given time. Notwithstanding anything to but excluding 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 earlier of (x) the date day on which such Registration Default is cured or (y) the date the Shelf Registration Statement is no longer required to be kept effective (the "Default Period"), at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default. In the event any Registrable Securities that are Securities are converted into Common Stock during a Default Period, in lieu of Additional Interest, the Company will deliver to the each Holder converting during the Default Period 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion ("Additional Shares"). (b) Any amounts to be paid as Additional Interest pursuant to Section 7(a) hereof shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the date on which such Additional Interest began to accrue, to the Holders in whose name the Securities are registered at the close of business on October 1 or April 1 , whether or not a Business Day, immediately preceding the relevant Interest Payment Date. (c) Except as provided in Section 10(a) hereof, the Additional Interest or Additional Shares, as the case may be, as set forth in this Section 7 shall be the exclusive remedy available to the Holders of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of a rate per annum equal to one-quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and a rate per annum equal to one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default, as set forth in Section 7(a), regardless of whether one or multiple Registration Defaults exist. All obligations of the Company set forth in this Section 7 that are outstanding with respect to any Registrable Security at the time such security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Registrable Security shall survive until such time as all such obligations with respect to such securities Registrable Security shall have been satisfied in full. Each of the Registration Defaults will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness of the Shelf Registration Statement pursuant to Section 2(a) hereof, if: (i) any on or prior to the ninetieth (90th) day following the Exchange Date, such initial Shelf Registration Statement required to provide for the offer and sale of the Registrable Securities by this Agreement the Holders is not filed with the Commission Commission, or (ii) on or prior to the applicable Filing Deadlineone-hundred eightieth (180th) day following the Exchange Date, (ii) any such initial Shelf Registration Statement has is not been declared effective by the Commission on or prior to the applicable Effectiveness DeadlineCommission, or (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or effectiveness date of any Shelf Registration Statement, (ivA) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded 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 2 five (5) Business Days by Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (B) the Suspension Periods exceed sixty (60) calendar days, whether or not consecutive, in any 12-month calendar period, or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself declared effective within 5 Business Days not solely due to the failure of filing such post-effective amendment a Holder of Registrable Securities to such Registration Statement perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), ) a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at any given time. Notwithstanding anything a rate per annum equal to the contrary set forth herein, an additional one-half of one percent per annum (10.50%) upon filing of the Exchange Offer Applicable Amount for each 30-day period following the date of a Registration Statement (and/orDefault. The Company shall notify the Trustee as promptly as possible, if applicable, the Shelf Registration Statement), but 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, no event later than three (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, Business Days after each and (y) such any date on which a Holder Registration Default occurs. The requirement of the Company to pay Additional Interest ceases on the day such Registration Default is cured. (b) In the case of a Registration Default described in Sections 7(a)(i)-(iii) above, Additional Interest, if any, shall have completed its review be payable only to Notice Holders of the Securities 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 of the Securities to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest 7 shall be paid by wire transfer of immediately available funds or by federal funds check on the first interest payment date in respect of the Registrable Securities following the date on which such Additional Interest begins to accrue. (d) Except as provided in Section 7(a) and 10(a) hereof, the Additional Interest as set forth in this Section 7 shall be the exclusive cash remedy available to the Holders entitled theretoof Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the applicable maximum amount of four and one-half percent (4.5%) per annum as set forth above, in or twelve percent (12%) per annum when combined with the manner provided for the payment of stated interest in the Indenture and on the Securities, on each Interest Payment Date, as more fully set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations regardless of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullwhether one or multiple Registration Defaults exist.

Additional Interest. If (i) any prior to or on the Exchange Date, the Shelf Registration Statement required by this Agreement is not filed filed, or on file, with the Commission on or prior to the applicable Filing DeadlineCommission, (ii) any such the Shelf Registration Statement has not been declared become effective by the Commission on or prior to the applicable Effectiveness DeadlineTarget Date, (iii) except during a Blackout Period, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter thereafter, during the Effectiveness Period, cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by as to then Transfer Restricted Securities (provided, however, that any Holder that has not timely provided the information required in Section 3(b) shall not be entitled to receive Additional Interest (as defined below) for a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days Default under this Section 4(iii)), or (iv) Blackout Periods exceed an aggregate of filing such post-effective amendment to such Registration Statement 45 days in any calendar year (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company hereby agree agrees to pay interest (“Additional Interest”) with respect to the Convertible Notes that are Transfer Restricted Securities from and including the day of the Registration Default to but excluding the earliest of (1) the day on which the Registration Default has been cured and (2) the last day of the Effectiveness Period, to each Holder of Convertible Notes that are Transfer Restricted Securities affected thereby additional interest in an amount equal Securities, (x) with respect to 25 basis points per 90the first 45-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the during which a 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 25 basis points with respect have occurred and be continuing, equal to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.25% per annum of the aggregate principal amount of Transfer Restricted Securities; provided that the Issuers 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 hereinConvertible Notes, (1y) 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 period commencing on the 46th day and ending on the 90th day following the day the Registration Default shall have occurred and be continuing, equal to 0.75% per annum of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes the aggregate principal amount 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 effectiveConvertible Notes, and (yz) such date with respect to the period commencing on which a Holder the 91st day following the day the Registration Default shall have completed its review pursuant occurred and be continuing, equal to Section 6(c)(v) hereof and 1.00% per annum of the aggregate principal amount of the Convertible Notes; provided any comments to such Registration Statement. that in no event shall Additional Interest accrue at a rate per year exceeding 1.00% of the aggregate principal amount of the Convertible Notes; All accrued additional interest shall be paid to Additional Interest obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture Company and the Securities, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Securities. Notwithstanding the fact preceding paragraph that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities security shall have been satisfied in full. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing on a simultaneous basis and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. The Additional Interest set forth above shall be the exclusive monetary remedy available to Holders of Transfer Restricted Securities for each Registration Default.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days (except in the case of filing such post-effective amendment to such a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company hereby agree to pay to each Holder of agrees that the interest rate borne by the Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points shall be increased by 0.25% per 90-day period of annum during the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until period, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults have been curedrelating to any particular Transfer Restricted Securities, up (y) the date on which such Transfer Restricted Security ceases to be a maximum amount of additional interest of 1% per annum Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the principal amount of Company without further registration under the Securities Act and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided that provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the Issuers interest rate borne by the relevant Transfer Restricted Securities shall in no event again be required increased pursuant to pay additional interest for the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default at any given time. Notwithstanding anything has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the contrary set forth herein, (1) upon filing benefits of the Exchange Offer Shelf Registration Statement (and/orbecause, if applicablee.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness . All obligations 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture Company and the Securities, on each Interest Payment Date, as more fully Guarantors set forth in the Indenture and the Securities. Notwithstanding the fact preceding paragraph that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities security shall have been satisfied in full.

Additional Interest. If (i) any the Issuers fail to file an Exchange ------------------- Offer Registration Statement required by this Agreement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with declared effective by the Commission on SEC or prior to the applicable Filing Deadline, date specified herein for such effectiveness (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has is ------------------------- required to be consummated hereunder and the Issuers fail to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated on or prior withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iv) any the Exchange Offer Registration Statement or the Shelf Registration Statement required by this Agreement is to be filed and declared effective hereunder is declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days in connection with the Exchange Offer or resales of filing such post-effective amendment to such Registration Statement Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), a “Registration Default”), --------------------- then the Issuers hereby agree interest rate borne by the Registrable Securities (other than the Private Exchange Securities) as to pay to each Holder of Transfer Restricted Securities 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 period or portion thereof that which the Registration Default continues for exists shall be increased (the "Additional Interest"), with respect to the first 90-day ------------------- period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default. The amount of the additional , by 0.25% per annum, such interest shall increase rate increasing by an additional 25 basis points with respect to 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount rate of additional interest Additional Interest of 11.00% per annum of annum. Upon (w) the principal amount of Transfer Restricted Securities; provided that the Issuers 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, or the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) aboveof the preceding sentence), (2x) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) aboveof the preceding sentence), (3y) upon Consummation the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer, Offer (in the case of clause (iii) above, of the preceding sentence) or (4z) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement) , as the case may be, required hereunder which had ceased to again be declared effective or made usable (in the case of clause (iv) aboveof the preceding sentence), the additional interest payable with respect to the Transfer Restricted Securities Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (i), (ii), (iiibut any accrued amount shall be payable) or (iv), as applicable, and the interest rate on the Securities shall ceaserevert to the original rate if no other Registration Default has occurred and is continuing. For purposes of calculating The Issuers shall notify 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, Trustee within three Business Days after each and (y) such every date on which a Holder shall have completed its review pursuant an event occurs in respect of which Additional Interest is required to Section 6(c)(v) hereof and provided any comments to such Registration Statementbe paid (an "Event Date"). All accrued additional interest Additional Interest shall be ---------- paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the Holders record Holder of Securities entitled thereto, in to receive the manner provided for the interest payment of interest in the Indenture and the Securities, to be paid on each Interest Payment Date, such date as more fully set forth in the Indenture and the SecuritiesIndenture. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Each obligation to pay additional interest with respect Additional Interest shall be deemed to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullaccrue from and including the day following the applicable Event Date.

Additional Interest. (1) If (i) any the Company fails to file an ------------------- Exchange Offer Registration Statement required by this Agreement or the Shelf Registration Statement with respect to the Registrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with declared effective by the Commission on SEC or prior to the applicable Filing Deadline, date specified herein for such effectiveness (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has is ------------------------- required to be consummated hereunder and the Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not been Consummated on or prior withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iv) any the Exchange Offer Registration Statement or the Shelf Registration Statement required by this Agreement is to be filed and declared effective hereunder is declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days in connection with the Exchange Offer or resales of filing such post-effective amendment to such Registration Statement Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), a “Registration Default”), -------------------- then the Issuers hereby agree interest rate borne by the Registrable Securities (other than the Private Exchange Securities) as to pay to each Holder of Transfer Restricted Securities 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 period or portion thereof that which the Registration Default continues for exists shall be increased (the "Additional Interest"), with respect to the first 90-day ------------------- period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default. The amount of the additional , by 0.25% per annum, such interest shall increase rate increasing by an additional 25 basis points with respect to 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount rate of additional interest Additional Interest of 11.00% per annum of annum. Upon (w) the principal amount of Transfer Restricted Securities; provided that filing the Issuers 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, or the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (i) aboveof the preceding sentence), (2x) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement), as the case may be, required hereunder (in the case of clause (ii) aboveof the preceding sentence), (3y) upon Consummation the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer, Offer (in the case of clause (iii) above, of the preceding sentence) or (4z) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, or the Shelf Registration Statement) , as the case may be, required hereunder which had ceased to again be declared effective or made usable (in the case of clause (iv) aboveof the preceding sentence), the additional interest payable with respect to the Transfer Restricted Securities Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (i), (ii), (iiibut any accrued amount shall be payable) or (iv), as applicable, and the interest rate on the Securities shall ceaserevert to the original rate if no other Registration Default has occurred and is continuing. For purposes of calculating The Company shall notify 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, Trustee within three Business Days after each and (y) such every date on which a Holder shall have completed its review pursuant an event occurs in respect of which Additional Interest is required to Section 6(c)(v) hereof and provided any comments to such Registration Statementbe paid (an "Event Date"). All accrued additional interest Additional Interest shall be ---------- paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the Holders record Holder of Securities entitled thereto, in to receive the manner provided for the interest payment of interest in the Indenture and the Securities, to be paid on each Interest Payment Date, such date as more fully set forth in the Indenture Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the Securitiesday following the applicable Event Date. Notwithstanding anything in the fact that foregoing to the contrary, the Company shall have no obligation to pay Additional Interest for a period not in excess of 60 days in any securities for which additional interest is due cease to be Transfer Restricted Securitiestwelve month period (the "Blackout Period") in respect of Registrable Securities owned by an Initial Purchaser, all obligations if the Board of Directors of the Issuers Company determines in its reasonable good faith judgment that the registration and distribution of such Regis- trable Securities covered by the Shelf Registration Statement would materially interfere with any pending acquisition or corporate reorganization or other material transaction involving the Company or any of its Subsidiaries or would require disclosure of any other material corporate development that the Company is not otherwise required to pay additional interest disclose, which disclosure would materially adversely affect the Company. The Company will promptly give each Initial Purchaser written notice of such determination and an approximation of the period of the anticipated delay. Each Holder agrees to cease all disposition efforts under such Shelf Registration Statement with respect to securities Registrable Securities held up by such Initial Purchaser upon receipt of notice of the beginning of any Blackout Period. The Company shall survive until such time as such obligations with respect provide prompt written notice to such securities shall have been satisfied in fullthe Initial Purchaser of the end of each Blackout Period.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to the applicable date specified for such effectiveness in this Agreement (the “Effectiveness DeadlineTarget Date”), (iiiii) the Exchange Offer has not been Consummated on or prior within 30 Business Days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iviii) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail fails to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective within 5 Business Days (except in the case of filing such post-effective amendment to such a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Issuers Company and the Co-Issuer hereby agree to pay to each Holder of that the interest rate borne by the Transfer Restricted Second Lien Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of the principal amount of and Transfer Restricted Securities held Subordinated Securities, as applicable, shall be increased by such Holder for the 90-day period or portion thereof that the Registration Default continues for 0.25% per annum with respect to the first 90-day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points 0.25% per annum with respect to each subsequent 90-day period until period, but in no event shall such increase exceed 1.00% per annum (each such increase, the “Additional Interest”). Following the earliest of (x) the cure of all Registration Defaults have been curedrelating to the Transfer Restricted Second Lien Securities and Transfer Restricted Subordinated Securities, up as applicable, and (y) the date on which the Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities cease to be Transfer Restricted Second Lien Securities and Transfer Restricted Subordinated Securities, as applicable, the interest rate borne by the Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities, as applicable, shall be reduced to the original interest rate borne by such Transfer Restricted Second Lien Securities and such Transfer Restricted Subordinated Securities, as applicable; provided, however, that, if after any such reduction in interest rate, a maximum different Registration Default occurs, the interest rate borne by the Transfer Restricted Second Lien Securities and the Transfer Restricted Subordinated Securities, as applicable, shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers Additional Interest payable shall in no event be required to pay additional interest for not increase because more than one Registration Default at any given time. Notwithstanding anything has occurred and is pending and (ii) a Holder of Transfer Restricted Second Lien Securities or Transfer Restricted Subordinated Securities that is not entitled to the contrary set forth herein, (1) upon filing benefits of the Exchange Offer Shelf Registration Statement (and/orbecause, if applicablee.g., such Holder has not elected to include information or has not timely delivered such information to the Company and the Co-Issuer pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness . All obligations of the Exchange Offer Registration Statement (and/or, if applicableCompany, the Shelf Registration Statement), Co-Issuer and the Guarantors set forth 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 this section 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 are outstanding with respect to the any Transfer Restricted Securities as Second Lien Security or any Transfer Restricted Subordinated Security at the time such security ceases to be a result of such clause (i), (ii), (iii) Transfer Restricted Second Lien Security or (iv)a Transfer Restricted Subordinated Security, 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as all such obligations with respect to such securities security shall have been satisfied in full.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared de- clared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline120th day following the Issue Date, (ii) any such a Shelf Registration Statement has not been declared effective by filed with the Commission Commission, or (ii) on or prior to the applicable Effectiveness Deadline180th day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission, or (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or effectiveness date of any Shelf Registration Statement, (ivA) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded 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 2 fifteen Business Days by Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (B) the Suspension Periods exceed 60 calendar days, whether or not consecutive, in any 12-month calendar period, or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself declared effective within 5 Business Days not solely due to the failure of filing such post-effective amendment a Holder of Registrable Securities to such Registration Statement perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv) a "Registration Default"), a “Registration Default”the Company shall be required to pay additional interest ("Additional Interest"), then from and including the Issuers hereby agree day following such Registration Default to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount but excluding the day on which such Registration Default is cured, at a rate per annum equal to 25 basis points per 90an additional one-day period half of one percent (0.50%) of the principal amount of Transfer Restricted Securities held by such Holder for Applicable Amount during the 90-day period 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 additional interest Default and shall increase by 0.25% per annum from and including the 91st day after such Registration Default, and by an additional 25 basis points with respect to 0.25% on each subsequent 90-successive 91st day period thereafter unless and until all Registration Defaults have been cured. (b) In the case of a Registration Default described in Sections 7(a)(i)-(iii) above, up Additional Interest, if any, shall be payable only to Notice Holders and, in respect of a maximum amount 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 additional this Section 7 shall be paid by wire transfer of immediately available funds or by federal funds check on the first interest payment date following the date on which such Additional Interest begins to accrue. (d) Except as provided in Section 9(a) hereof, the Additional Interest as set forth in this Section 7 shall be the exclusive cash remedy available to the Holders of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in Registrable Securities for such Registration Default. In no event shall the Company be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to Additional Interest in excess of the contrary amount set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness regardless of the Exchange Offer whether one or multiple Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullDefaults exist.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), 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 has not been Consummated on or prior within 30 days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers Issuer hereby agree to pay to each Holder of agrees -------------------- that additional interest ("Additional Interest") shall accrue on the Transfer ------------------- Restricted Securities affected thereby additional at a rate of 0.50% per annum over the rate at which interest in an amount equal to 25 basis points per 90-day period is then otherwise accruing or, as applicable, principal is then accreting (as determined under the provisions of the principal amount of Transfer Restricted Securities held by such Holder for Indenture) during the 90-day period or portion thereof that the Registration Default continues for the first 90-90- day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until period, but in no event shall such Additional Interest exceed 2.00% per annum. Following the cure of all Registration Defaults have been curedrelating to any particular Transfer Restricted Securities, up the Issuer shall not be obligated to a maximum amount of additional interest of 1% per annum of accrue and pay Additional Interest on the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one provided, however, that, if at any time thereafter a different Registration Default at any given time. Notwithstanding anything to occurs, Additional Interest shall again become payable on 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 relevant 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statementthe foregoing provisions. All accrued additional interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully Issuer set forth in the Indenture and the Securities. Notwithstanding the fact preceding paragraph that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities Note shall have been satisfied in full.

Additional Interest. If (a) Notwithstanding any postponement of effectiveness pursuant to Section 2(a): (i) any Registration Statement required by this Agreement is not filed with the Commission if on or prior to the applicable Filing Deadline180th calendar day following the Closing Date, (ii) any such a Shelf Registration Statement has not been filed with the Commission and OI Inc. has not exercised its option under Section 2(a)(2) to designate by means of an Officers’ Certificate (as defined in the Indenture) an Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities, and if the Shelf Registration Statement is not an Automatic Shelf Registration Statement, such Shelf Registration Statement is not declared effective by the Commission Commission; or (ii) if an Automatic Shelf Registration Statement has been designated by OI Inc. solely at its option and in the manner set forth in Section 2(a)(2) and on or prior to the applicable Effectiveness Deadline180th calendar day following the Closing Date, OI Inc. has not prepared and filed with the Commission a supplement to the Prospectus to cover resales of the Registrable Securities, if necessary; or (iii) if after the Exchange Offer Effective Time of the Shelf Registration Statement any Holder of Registrable Securities that is not then an Electing Holder has returned a completed and signed Notice and Questionnaire to OI Inc. and provided such additional information as may be reasonably requested by the Company or OI Inc., subject to the exceptions set forth in Section 3(a)(ii), OI Inc. has not been Consummated on within 20 business days of receipt incorporated in a Prospectus supplement or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment such information with respect to such Registration Statement that cures Holder as such failure Holder reasonably requests to be included therein and that is itself declared effective within 5 Business Days made all required filings of filing such Prospectus supplement or such post-effective amendment as soon as the OI Inc. has received notification of the matters to be incorporated in such Registration Statement filing (each such event referred to in of clauses (i), (ii) through and (iviii), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest (“Additional Interest”), from and including the day following such Registration Default until such Shelf Registration Statement or supplement to the Prospectus 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 the Notes, 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 the Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable other than as a result of a Suspension Period (or the Holders of Registrable Securities are otherwise prevented or restricted by OI Inc. from effecting sales pursuant thereto) (an “Effective Failure”) for more than 10 business days and OI Inc. does not restore effectiveness or OI Inc. does not terminate a Suspension Period by the 60th consecutive day or if suspension exceeds 120 days in any 12 month period, then the Company shall pay Additional Interest at a rate per annum equal to an additional one-quarter of one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, percent (10.25%) upon filing of the Exchange Offer principal amount of the Notes from, and including, the day that such Shelf Registration Statement ceases to be effective (and/oror the Holders of Registrable Securities are otherwise prevented or restricted by OI Inc. from effecting sales pursuant thereto) or on the 61st or 121st day, if applicable, as the Shelf Registration Statement)case may be, in the case of a Suspension Period, for a period of 90 days, and thereafter shall pay Additional Interest at a rate per annum equal to an additional one-half of one percent (i0.50%), until the earlier of (1) above, the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) upon the effectiveness time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Exchange Offer Registration Statement (and/orCompany has been obligated to pay Additional Interest in accordance with the foregoing in respect of a prior Effective Failure within the applicable period, if applicable, the Shelf Registration Statement), in as the case of may be, shall not be included. (iic) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment Any amounts to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) be paid as Additional Interest pursuant 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), (iiiSection 7(a) or (ivb) shall be paid in cash quarterly in arrears, with the first quarterly payment due on the first Interest Payment Date (as defined in the Indenture), 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) following the date of such Registration Statement ceases to be effectiveDefault or Effective Failure, and as applicable. Such Additional Interest will accrue in respect of the Notes at the rates set forth in Section 7(a) or (yb), as applicable, on the principal amount of the Notes. (d) such date on which a Holder shall have completed its review pursuant to The Additional Interest as set forth in this Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest 7 shall be paid the exclusive monetary remedy available to the Holders entitled theretoof Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Additional Interest in excess of the applicable maximum amount of one half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults or Effective Failures exist. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of OI Inc. Common Stock issued upon exchange of Notes. If a holder of Notes exchanges all or a portion of its Notes at a time when such Registration Default or Effective Failure has occurred and is continuing, the manner provided for Company shall increase the payment of interest Exchange Rate (as defined in the Indenture Indenture) by 3% for each $1,000 principal amount of Notes exchanged; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and the Securities(ii) if a Registration Default occurs after a Holder has exchanged its Notes into OI Inc. Common Stock, on each Interest Payment Date, as more fully set forth in the Indenture and the Securities. Notwithstanding the fact that such Holder shall not be entitled to any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations compensation with respect to such securities shall have been satisfied in full.OI Inc. Common Stock

Additional Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, ; (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Deadline, Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail fails to be usable for its intended purpose without being succeeded within 2 five Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment 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 Registration Statement 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 "REGISTRATION Default”"), then the Issuers Issuer hereby agree agrees to pay additional interest ("ADDITIONAL INTEREST") with respect to each Holder of the Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-from and including the day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that following the Registration Default continues for to but excluding the day on which the Registration Default has been cured, accruing at a rate, to each holder of Notes, (x) with respect to the first 90-day period immediately following the occurrence of such during which a Registration Default. The amount of the additional interest Default shall increase by an additional 25 basis points with respect have occurred and be continuing, equal to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.25% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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 effectiveNotes, and (y) such date with respect to the period commencing on which a Holder the 91st day following the day the Registration Default shall have completed its review pursuant occurred and be continuing, equal to Section 6(c)(v0.50% per annum of the principal amount of the Notes; provided that in no event shall Additional Interest accrue at an aggregate rate per year exceeding 0.50% of the principal amount of the Notes. No Additional Interest shall be payable on any Notes that have been converted into shares of Common Stock. (b) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid in arrears to Record Holders by the Holders entitled theretoIssuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Note, the accrual of Additional Interest with respect to such Note will cease. The Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in the manner provided for connection with the payment of interest in Additional Interest. All obligations of the Indenture and the Securities, on each Interest Payment Date, as more fully Issuer set forth in the Indenture and the Securities. Notwithstanding the fact this Section 3 that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities Transfer Restricted Security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Sections 3(a) and 4(a) of this Agreement, as applicable, (ii) 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 Section 3(a) and 4(a), as applicable (the “Effectiveness DeadlineTarget Date”), (iii) the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the period specified therein without being succeeded within 2 Business Days 5 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby Securities, as liquidated damages for such Registration Default, additional interest (“Additional Interest”), in an amount equal addition to 25 basis points the Base Interest, which Additional Interest shall accrue at a rate of 0.25% per 90-day period of annum during the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of any such Registration Default. The amount Default and a rate of 0.50% per annum thereafter for any remaining time at the additional interest shall increase by an additional 25 basis points with respect to end of each subsequent 90-day period until all Registration Defaults have been cured; provided, up to however, that if after all such Registration Defaults have been cured, a maximum amount of additional different Registration Default occurs, the interest of 1% per annum of rate borne by the principal amount of relevant Transfer Restricted Securities; provided that Securities shall again be increased pursuant to the Issuers shall in no event be required to pay additional interest for more than one Registration Default at any given timeforegoing provisions. 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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all All obligations of the Issuers to pay additional interest Company set forth in the preceding paragraph that are outstanding with respect to securities 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 securities Note shall have been satisfied in full.

Additional Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such an additional Registration Statement that cures such failure and that is itself declared which becomes effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “"Registration Default”"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (1i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ia) above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, applicable the Shelf Registration Statement), in the case of (iib) above, (3iii) upon Consummation of the Exchange Offer, in the case of (iiic) above, or (4iv) 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 usable, in the case of (ivd) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (ia), (iib), (iiic) or (ivd), 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or (and has not become automatically effective upon filing, if the Company is at such time a WKSI) prior to or on the applicable Shelf Filing Deadline; (ii) the Company is not a WKSI on the Shelf Filing Deadline, (ii) any such and 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 period required therein; (iv) any post effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the applicable Amendment Effectiveness DeadlineDeadline Date; (v) except as provided in Section 4(b)(i) hereof, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement becomes or is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 ten (10) Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment amendment, is itself immediately declared effective; or (vi) (A) prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such Registration Statement suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 45 days (or 60 days, as applicable) within any 90-day period or an aggregate of 90 days in any 360-day period; (each such event referred to in foregoing clauses (i) through (ivvi), a “Registration Default”), then the Issuers Company hereby agree agrees to pay interest (“Additional Interest”) with respect to the 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 Notes that are Transfer Restricted Securities, to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount such Notes, 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 period 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 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 maximum amount of additional interest of 10.25% per annum of the aggregate principal amount of Transfer Restricted Securitiessuch Notes; provided that the Issuers shall in no event be required to pay additional interest shall Additional Interest accrue at a rate per year exceeding 0.25% of the aggregate principal amount of such Notes; and (B) in respect of the Notes that are Transfer Restricted Securities submitted for more than one conversion into cash and Common Stock, if any, during the existence of a 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 Common Stock, a Holder will not be entitled to receive any Additional Interest with respect to such Common Stock but will receive from the Company on the settlement date with respect to such conversion, accrued and unpaid Additional Interest to the Holders of such Notes calculated in accordance with paragraph (A) above to the Conversion Date (as defined in the Indenture) relating to such settlement date; and (b) A Holder of Common Stock, if any, issued upon Conversion of the Notes will not be entitled to any Additional Interest if the Registration Default with respect to such Common Stock occurs after such Holder has converted such Notes into Common Stock. (c) All accrued Additional Interest shall be paid in arrears to Record Holders by the Company on each Additional Interest Payment Date. Upon the cure of all Registration Defaults relating to any particular Notes, the accrual of Additional Interest with respect to such Note will cease. All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Securities as a result of Security at the time 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 security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default.

Additional Interest. If (ia) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (iib) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iiic) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivd) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days two business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days five business days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (ia) through (ivd), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period or portion thereof Company agrees that the 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 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to it will pay additional interest for more than one Registration Default on the Company Debenture at any given timea rate of 0.25% per annum. Additional interest may be deferred at the option of the Company in compliance with the provisions of the Indenture relating to interest payments. Notwithstanding anything to the contrary set forth herein, (1i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ia) above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, applicable the Shelf Registration Statement), in the case of (iib) above, (3iii) upon Consummation of the Exchange Offer, in the case of (iiic) above, or (4iv) 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 usable, in the case of (ivd) above, the additional interest payable with respect to the Transfer Restricted Securities Company Debenture as a result of such clause (ia), (iib), (iiic) or (ivd), 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to on the Holders entitled theretoCompany Debenture, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture Indenture, the Company Debenture and the SecuritiesExchange Company Debenture. Notwithstanding the fact that any securities for which additional interest is due cease the Company Debenture ceases to be a Transfer Restricted SecuritiesSecurity, all obligations of the Issuers Company to pay additional interest with respect to securities the Company Debenture shall survive until such time as such obligations with respect to such securities the Company Debenture shall have been satisfied in full.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required the Exchange Offer has not been Consummated by this Agreement is not filed the Consummation Deadline with the Commission on or prior respect to the applicable Filing DeadlineExchange Offer Registration Statement, (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Shelf Effectiveness Deadline, as applicable or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iviii), a “Registration Default”), then the Issuers Company 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 25 basis points a per 90-day period annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that while the 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 , with such rate increasing by an additional 25 basis points per annum rate of 0.25% 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 11.0% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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 the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iiiiv) above, or (45) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (ivv), 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each the next scheduled Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the SecuritiesExchange Notes. All accrued additional interest shall be computed in the manner provided for the computation of interest in the Indenture. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated on or prior within 30 business days after the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days of filing such post-effective amendment effective; provided, that, with respect to such a Shelf Registration Statement that the Company is required to keep effective pursuant to Section 4 hereof, the Company may suspend such Shelf Registration Statement without such suspension giving rise to a Registration Default (as defined below) if the Company determines, in its reasonable judgment, that the continued effectiveness of the Shelf Registration Statement and the Prospectus included therein would (x) require the disclosure of material information which the Company has a bona fide reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company, so long as (A) the Company does not suspend the Shelf Registration Statement more than twice in any consecutive twelve-month period, (B) no such suspension exceeds 60 days and (C) such suspensions do not exceed 90 days in the aggregate in any consecutive twelve-month period (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers Company hereby agree to pay to each Holder of agrees that the interest rate borne by the Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points shall be increased by 0.25% per 90-day period of annum during the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum amount of additional interest of 1but in no event shall such increase exceed 1.0% per annum of the principal amount of Transfer Restricted Securitiesfor all Registration Defaults; provided provided, that the Issuers Company shall in no event be required to pay additional interest for Additional Interest with respect to more than one Registration Default at any given time. Notwithstanding anything Following the cure of all Registration Defaults relating to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicableany particular Transfer Restricted Securities, the Shelf Registration Statement), in interest rate borne by the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the relevant Transfer Restricted Securities as will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) abovedifferent Registration Default occurs, the period in which Issuer interest rate borne by the relevant Transfer Restricted Securities 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 again be effective, and (y) such date on which a Holder shall have completed its review increased pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statementthe foregoing provisions. All Additional Interest accrued additional interest pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all All obligations of the Issuers to pay additional interest Company set forth in the preceding paragraph that are outstanding with respect to securities 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 securities Note shall have been satisfied in full.

Additional Interest. If (a) If: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Shelf Filing Deadline, a Shelf Registration Statement has not been filed with the Commission; (ii) any such on or prior to the Effectiveness Target Date, the initial Shelf Registration Statement has not been declared effective by the Commission on or does not include any information with respect to a Notice Holder that has properly completed, executed and delivered a Notice and Questionnaire prior to or on the applicable Effectiveness Deadline, 20th calendar day after such Holder's receipt thereof that is required so that such Holder is named as a selling securityholder in the initial Shelf Registration Statement and is permitted to deliver the Prospectus forming a part thereof to purchasers of such Holder's Registrable Securities; (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) Effective Time of any Shelf Registration Statement, such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company fails to file and, in the case of a post-effective amendment, have declared effective, within 2 five Business Days by Days, a post-effective amendment to such Shelf Registration Statement, a supplement to the Prospectus contained therein or a report with the Commission pursuant to Section 13(a), 13(c) or 14 of the Exchange Act to make such Shelf Registration Statement that cures effective or such failure and that is itself declared effective within 5 Business Days Prospectus usable; (iv) prior to or on the 30th calendar day or 45th calendar day, as the case may be, of filing any Suspension Period, such post-effective amendment suspension has not been terminated, or Suspension Periods exceed an aggregate of 120 calendar days in any 360 calendar day period; or (v) the Company has failed to such Registration Statement timely comply with any of its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses (i) through (ivv), a “"Registration Default”"), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one ("Additional Interest"), from and including the calendar day following such Registration Default at any given time. Notwithstanding anything to but excluding 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 earlier of (x) the date day on which such Registration Statement ceases to be effective, Default is cured and (y) the expiration of the Effectiveness Period (the "Registration Default Period"), at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default. In the event any Registrable Securities that are Securities are converted into shares of Common Stock during a Registration Default Period, in lieu of Additional Interest, the Company will deliver to each Holder converting during the Registration Default Period, with respect to the portion of the conversion obligation the Company settles in Common Stock, 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion ("Additional Shares"). (b) Any amounts to be paid as Additional Interest pursuant to Section 7(a) hereof shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the date on which a Holder shall have completed its review pursuant such Additional Interest began to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid accrue, to the Holders entitled theretoin whose name the Securities are registered at the close of business on March 1 or September 1, in whether or not a Business Day, immediately preceding the manner provided for the payment of interest in the Indenture and the Securities, on each relevant Interest Payment Date. Such Additional Interest shall be calculated and paid in the same manner as interest is paid under the Indenture in respect of the Notes. (c) Except as provided in Section 10(a) hereof, the Additional Interest or Additional Shares, as more fully the case may be, as set forth in this Section 7 shall be the Indenture exclusive remedy available to the Holders of Registrable Securities for any Registration Default. In no event shall the Company be required to pay Additional Interest in excess of a rate per annum equal to one- quarter of one percent (0.25%) of the principal amount of the Registrable Securities that are Securities to and including the Securities90th calendar day following such Registration Default, and a rate per annum equal to one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default, as set forth in Section 7(a), regardless of whether one or multiple Registration Defaults exist. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all All obligations of the Issuers to pay additional interest Company set forth in this Section 7 that are outstanding with respect to securities any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such securities Registrable Security shall have been satisfied in full. Each Registration Default will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, ; (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Deadline, Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 five Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment 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 Registration Statement 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”), then the Issuers Issuer and the Guarantor jointly and severally hereby agree to pay additional interest (“Additional Interest”) with respect to each Holder of Securities that are Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-from and including the day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that following the Registration Default continues for to but excluding the day on which the Registration Default has been cured, accruing at a rate, to each holder of Securities, (x) with respect to the first 90-day period immediately following the occurrence of such during which a Registration Default. The amount of the additional interest Default shall increase by an additional 25 basis points with respect have occurred and be continuing, equal to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.25% per annum of the principal amount of Transfer Restricted 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 the Issuers shall in no event be required shall Additional Interest accrue at an aggregate rate per year exceeding 0.50% of the principal amount of the Securities and provided further that Additional Interest with respect to pay additional interest for such Transferred Restricted Securities shall not accrue under 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 foregoing clauses (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause and (iv) aboveat any one time. No Additional Interest shall be payable on any Securities that have been converted into shares of Common Stock or such Common Stock. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer or the Guarantor on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check in accordance with the terms of the Indenture. Following the cure of all Registration Defaults relating to any particular Securities, the period accrual of Additional Interest with respect to such Securities will cease. The Issuer and the Guarantor agree to deliver all notices, certificates and other documents contemplated by the Indenture in which Issuer shall file connection with the Commission payment of Additional Interest. All obligations of the Issuer and the Guarantor set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such obligations with respect to such securities Transfer Restricted Security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

Additional Interest. If (a) The occurrence of any of the following will constitute an “Event of Default” hereunder: (i) any the Company fails to file a Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, 90th day following the Closing Date; (ii) any such Shelf Registration Statement has is not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 180th day following the Closing Date; (iii) the Exchange Offer has not been Consummated on or prior Company fails to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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 file a post-effective amendment to the Shelf Registration Statement, or the post-effective amendment is not declared effective, within the periods required by Section 3(a)(ii) hereof; (iv) the Shelf Registration Statement ceases to be effective (or an additional 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 Event of Default under this clause (iv) within the applicable 90-day or 365-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 causes is required to be declared effective under the Exchange Offer Registration Statement (and/orSecurities Act, if applicablesuch post-effective amendment is not declared effective within 45 days after such filing. (b) Upon the occurrence of any Event 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 Holders who have returned a completed and executed Notice and Questionnaire and not been named as a selling securityholder in the Shelf Registration Statement) at a rate per annum equal to again be declared effective or made usable in one-quarter of one percent (0.25%) of the case aggregate principal amount of Registrable Securities, from and including the Default Date (ivas 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 additional interest payable 91st calendar day following the Closing Date; (ii) with respect to the Transfer Restricted Securities as a result of such clause (i)ii) of Section 7(a) above, (ii), 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 (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance ) with respect to clause (iv) of Section 7(a) above, the 46th day of such 90-day period in which Issuer or the 91st day of such 365-day period, as the case may be. The term “Default Termination Date” shall file mean (x) with the Commission such amendment in clause respect to clauses (4i) through (iii) of Section 7(a) above, shall not commence until the later of (x) the date such the Shelf Registration Statement ceases to be or the post-effective amendment, as the case may be, is either so filed or so filed and subsequently declared effective, as the case may be, and (y) such with respect to clause (iv) of Section 7(a) above, the date on which a Holder shall have completed its review pursuant the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to Section 6(c)(v) hereof and provided any comments to such make sales under the Shelf Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that foregoing, no Additional Interest shall accrue as to any securities for which additional interest Registrable Security from and after the earlier of (1) the date such security is due cease to be Transfer Restricted Securities, all obligations no longer a Registrable Security and (2) the expiration of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullRegistration Period.

Additional Interest. If (a) The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees that if: (i) any Registration Statement required by this Agreement the Exchange Offer is not filed with the Commission consummated on or prior to the applicable Filing Deadline210th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or (ii) any such the Shelf Registration Statement has is required to be filed but is not been declared effective within the time period specified in Section 3(b)(x), or is declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective such date but shall thereafter cease ceases to be effective or fail usable (unless the Shelf Registration ceases to be effective or usable for its intended purpose without being succeeded within 2 Business Days as specifically permitted by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within the penultimate paragraph of Section 5 Business Days of filing such post-effective amendment to such Registration Statement hereof), (each such event referred to in clauses (i) through and (iv), ii) a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal (“Additional Interest”) will accrue on the Registrable Notes required to 25 basis points be registered on a Shelf Registration Statement. The rate of Additional Interest will be 0.25% per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues annum for the first 90-day period immediately following the occurrence of such a Registration Default. The amount of the additional interest shall increase , increasing by an additional 25 basis points 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest Additional Interest of 11.00% per annum 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 principal 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 Transfer Restricted Securities; provided that the Issuers Additional Interest payable shall in no event be required to pay additional interest for not increase because more than one Registration Default at any given time. Notwithstanding anything has occurred and is pending and (2) a Holder of Registrable Notes that is not entitled to the contrary set forth herein, (1) upon filing benefits of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement(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 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 any interest payment date on or after August 1, 2006 and on or prior 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), 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 day year comprised of twelve 30 day months and, in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicablea partial month, the Shelf Registration Statementactual number of days elapsed), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for denominator of which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full360.

Additional Interest. If In the event that: (i) any a Shelf Registration Statement required by this Agreement is not filed with the Commission SEC or designated as such by the Company on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior Deadline pursuant to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”Section 2(a)(i), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of (“Additional Interest”) shall accrue on the principal amount of Transfer Restricted the Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues at a rate equal to 0.25% per year for the first 90-day period immediately from the day following the occurrence such Filing Deadline, and thereafter at a rate per year 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 maximum amount of additional interest of 10.50% per annum of the principal amount of Transfer Restricted the Securities; provided that the Issuers 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, ; (1ii) upon filing of the Exchange Offer (x) a Shelf Registration Statement is not declared effective by the SEC, or (and/or, y) if applicable, the Company shall have designated a previously filed and effective Automatic Shelf Registration Statement as the Shelf Registration Statement)Statement for purposes of this Agreement, the Company shall not have filed a supplement to the Prospectus to cover resales of the Registrable Securities by the Holders, in the case of either (x) or (y), on or prior to the Effectiveness Deadline pursuant to Section 2(a)(i), then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following such Effectiveness Deadline, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; (iii) following the Effective Date, (A) the Company fails to make any filing required pursuant to Section 2(a)(iii) hereof prior to the Filing Deadline applicable thereto, or (B) in the event such filing is a post-effective amendment or additional Shelf Registration Statement, such post-effective amendment or Shelf Registration Statement fails to become effective on or prior to the Effectiveness Deadline applicable thereto, then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following such Filing Deadline or Effectiveness Deadline, as applicable, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; (iv) following the Effective Date, a Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Suspension Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling security holders or the plan of distribution provided for therein, and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period), then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following such tenth Business Day, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; (v) any Suspension Period or Periods exceed 30 days in any three-month period or 90 days in any 12-month period, then, commencing with the 31st day in such three-month period or the 91st day in such 12-month period, as the case may be, then Additional Interest shall accrue on the principal amount of the Securities at a rate equal to 0.25% per year for the first 90-day period from the day following the 31st or 91st day, as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Securities; or (vi) the Company fails to name as a selling security holder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (A) any Shelf Registration Statement at the time it first becomes effective or (B) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest will accrue on the principal amount of Securities held by such Holder at a rate equal to 0.25% per year for the first 90-day period from the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and thereafter at a rate per year of 0.50% of the principal amount of the Securities held by such Holder; provided, however, that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and provided, further, that Additional Interest on the principal amount of the Securities as a result thereof shall cease to accrue: (1) upon the filing or designation of a Shelf Registration Statement (in the case of clause (i) above, ); (2) upon the effectiveness of the Exchange Offer Registration Statement Effective Date (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 (iii) above, or (4) upon the filing of a supplement to the Prospectus, a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Shelf Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iviii)(A) above, ) or upon the additional interest payable with respect to Effective Date (in the Transfer Restricted Securities as a result case of such clause (iiii)(B) above), ; (ii), 4) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (iii) or (iv), as applicable, shall cease. For purposes in the case of calculating the Issuers’ timely compliance with clause (iv) above, ); (5) upon such time as the period Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in which Issuer shall file with the Commission such amendment in case of clause (4v) above, shall not commence until ); or (6) upon the later of (x) the date time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement ceases to be effective, and Prospectus in accordance with applicable law (yin the case of clause (vi) such date on which a Holder shall have completed its review above). Any amounts of Additional Interest due pursuant to Section 6(c)(v2(e) hereof and provided any comments will be payable semi-annually in arrears in cash on the next succeeding interest payment date to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in to receive such Additional Interest on the manner provided relevant record dates 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 Securitiesinterest. Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon conversion of the fact that Notes. If any securities Note ceases to be outstanding during any period for which additional interest is due cease to be Transfer Restricted SecuritiesAdditional Interest are accruing, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations Company will prorate the Additional Interest payable with respect to such securities Note. Additional Interest shall have been satisfied in fullrepresent the sole entitlement of the Holders to money damages relating to the failure of the Company to file or otherwise designate a Shelf Registration Statement with the SEC on or prior to the Filing Deadline.

Additional Interest. If (a) In the event of the occurrence of any of the following (each a "Registration Default"), the interest rate on the Securities will be increased (the "Additional Interest") as described below: (i) any the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadline, 60th day after the Issue Date; (ii) any such the Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 150th day after the Issue Date; (iii) the Registered Exchange Offer has not been Consummated consummated on or prior to the Consummation Deadline or 180th day after the Issue Date; (iv) any required Shelf Registration Statement with respect to the Securities has not been filed or declared effective by the Commission on or prior to the date by which best efforts are to be used to cause such filing or effectiveness; or (v) any required by this Agreement Exchange Offer Registration Statement or Shelf Registration Statement is filed with, and declared effective by, the Commission, but shall thereafter cease ceases to be effective or fail at any time at which it is required to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv)under this agreement, a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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, then (1) upon the filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of a Registration Default set forth in 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 a Registration Default set forth in clause (ii) above), (3) upon Consummation the consummation of the Registered Exchange Offer, Offer (in the case of a Registration Default set forth in clause (iii) above), or (4) upon the filing or effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Shelf 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 Registration Default set forth in clause (iv) above, and (5) the period effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in which Issuer shall file with the Commission such amendment case of a Registration Default set forth in clause (4v) above), Additional Interest on the Securities as a result of a Registration Default shall not commence until the later of (x) the date cease to accrue. If, after any such Registration Statement Additional Interest ceases to accrue, a subsequent Registration Default occurs, Additional Interest will again accrue as described herein. (b) The Company or the Guarantors shall notify the Trustee within two Business Days of the occurrence of any Registration Default. Any amounts of Additional Interest due as a result of a Registration Default will be effective, payable in cash semiannually in arrears on April 15 and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to October 15 of each year in accordance with the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully terms set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities payments of interest, commencing with the first such date occurring after any Additional Interest begins to accrue. The Company or the Guarantors shall survive until such time as such obligations with respect notify the Trustee within two Business Days of the cessation of any requirement to such securities shall have been satisfied in fullpay Additional Interest hereunder.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness of the Shelf Registration Statement pursuant to Section 2(a) hereof, if: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Issue Date, (ii) any such initial Shelf Registration Statement has is not been declared effective by the Commission on or prior to Commission, or (ii) after the applicable Effectiveness Deadlineeffectiveness date of any Shelf Registration Statement, (iiiA) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded 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 2 five (5) Business Days by Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (B) the Suspension Periods exceed sixty (60) calendar days, whether or not consecutive, in any 12-month calendar period, or (iii) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself declared effective within 5 Business Days not solely due to the failure of filing such post-effective amendment a Holder of Registrable Securities to such Registration Statement perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), iii) a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at any given time. Notwithstanding anything a rate per annum equal to the contrary set forth herein, an additional one-half of one percent (10.50%) upon filing of the Exchange Offer Registration Statement (and/orApplicable Amount. The Company shall notify the Trustee as promptly as possible, if applicable, the Shelf Registration Statement), but 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, no event later than three (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, Business Days after each and (y) such any date on which a Holder Registration Default occurs. (b) In the case of a Registration Default described in Sections 7(a)(i)-(ii) above, Additional Interest, if any, shall have completed its review be payable only to Notice Holders of the Securities and, in respect of a Registration Default described in Section 7(a)(iii) above, Additional Interest, if any, shall be payable only to Notice Holders of the Securities to whom such Registration Default relates. (c) Any amounts to be paid as Additional Interest pursuant to paragraph (a) of this Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest 7 shall be paid by wire transfer of immediately available funds or by federal funds check on the first interest payment date in respect of the Registrable Securities following the date on which such Additional Interest begins to accrue. (d) Except as provided in Section 7(a) hereof, the Additional Interest as set forth in this Section 7 shall be the exclusive cash remedy available to the Holders entitled thereto, of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the manner provided for the payment applicable maximum amount of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully one-half of one percent (0.50%) set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securitiesabove, all obligations regardless of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullwhether one or multiple Registration Defaults exist.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement or an additional Registration Statement that cures such failure and that is itself declared effective within 5 Business Days days of filing such post-effective amendment to such Registration Statement or of filing such additional Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.25 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, thereto in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, Date as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company 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. Accordingly, if (i) any the Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to 75 days after the applicable Filing Deadline, (ii) any such Issue Date or the Shelf Registration Statement has is not been declared effective by filed with the Commission on or prior to 30 days after required to be filed or requested to be filed pursuant to Section 2 hereof, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 150 days after the Issue Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable Effectiveness Deadlineinterpretation of the Commission's staff, if later, within 60 days after publication of the change in law or interpretation), (iii) the Registered Exchange Offer has is not been Consummated consummated on or prior to 180 days after the Consummation Deadline Issue Date, or (iv) any the Shelf Registration Statement required by this Agreement is filed and declared effective within 150 days after the Issue Date (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretation of the Commission's staff, if later, within 60 days after publication of the change in law or interpretation) but shall thereafter cease to be effective or fail (at any time that the Company and the Guarantors are obligated to be usable for its intended purpose maintain the effectiveness thereof) without being succeeded within 2 Business Days 30 days by a post-effective amendment to such an additional Registration Statement that cures such failure filed and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby agree Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities affected thereby additional interest Securities, during the period of one or more such Registration Defaults, in an amount equal to 25 basis points $ 0.192 per 90-day period of the week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for until (i) the 90-day period applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or portion thereof that (iv) the Shelf Registration Default continues for Statement again becomes effective, as the first 90-day period immediately following case may be. Following the occurrence cure 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 curedDefaults, up to a maximum amount the accrual of additional interest of 1% per annum of will cease. As used herein, the principal amount of term "Transfer Restricted Securities; provided that " means each Security or Private Exchange Security, until the Issuers earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such Security or Private Exchange Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor 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, (1) upon filing a Holder of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of if such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating Holder failed to comply with its obligations to make 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully representations set forth in the Indenture and second to last paragraph of Section 1 or failed to provide the Securities. Notwithstanding the fact that any securities for which additional interest is due cease information required to be Transfer Restricted Securitiesprovided by it, all obligations of the Issuers if any, pursuant to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullSection 4(n).

Additional Interest. If (a) Subject to the proviso contained in Section 2(a)(i), if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline190th day following the Closing Date, (ii) any such a Shelf Registration Statement has is not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv)each, a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one (“Additional Interest”), from and including the day following such Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer until such Shelf 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, is either so filed 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 so filed and subsequently 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)effective, as applicable, shall cease. For purposes at a rate per annum equal to an additional one-quarter of calculating one percent (0.25%) of the Issuers’ timely compliance with clause principal amount of Registrable Securities, to and including the 90th day following such Registration Default and one-half of one percent (iv0.50%) above, thereof from and after the period in which Issuer shall file with the Commission 91st day following such amendment in clause (4) above, shall not commence Registration Default until the later earlier of (x1) the date time such Shelf Registration Statement is declared effective or (2) the expiration of the Effectiveness Period; provided, however, no Additional Interest shall accrue under this Section 7(a) during any Suspension Period. (b) In the event that (i) the Shelf Registration Statement ceases to be effective, and (yii) such date on which a Holder shall have completed its review the Company suspends the use of the Prospectus pursuant to Section 6(c)(v2(b) or 3(j) hereof, (iii) the Holders are not authorized to use the Prospectus pursuant to Section 3(g) hereof or (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement (an “Effective Failure”) for more than an aggregate of 45 days, whether or not consecutive, in any six-month period, then the Company shall pay the Additional Interest 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 provided including the 90th day following such Effective Failure and one-half of one percent (0.50%) thereof from and after the 91st day following such Effective Failure until the earlier of (1) the time the Holders of Registrable Securities are again able to make sales under the Shelf Registration Statement or (2) the expiration of the Effectiveness Period; provided, however, no Additional Interest shall accrue under this Section 7(b) during any comments Suspension Period. (c) Any amounts to such Registration Statement. All accrued additional interest be paid as the Additional Interest pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date (as defined in the Indenture), as applicable, following the date of such Registration Default or Effective Failure, as applicable. Such Additional Interest will accrue (1) in respect of the Securities at the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, on the principal amount of the Securities and (2) in respect of the Common Stock issued upon conversion of the Securities, at the rates set forth in paragraphs (a) or (b) of this Section 7, as applicable, applied to the Conversion Price (as defined in the Indenture) at that time. (d) Except as provided in Section 8(b) hereof, the Additional Interest as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders entitled thereto, of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay Additional Interest in excess of the manner provided for the payment applicable maximum amount of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully one-half of one percent (0.50%) set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securitiesabove, all obligations regardless of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullwhether one or multiple Registration Defaults or Effective Failures exist.

Additional Interest. (a) If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadlinedate specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated on or prior to within 210 days after the Consummation Deadline Issue Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to (A) such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days ceases to be effective, prior to expiration of filing such post-effective amendment to the applicable time periods described in this Agreement, if so required or (B) such Registration Statement ceases to be useable in connection with the resales of Transfer Restricted Securities prior to expiration of the applicable time periods described in this Agreement, if so required, (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers Company hereby agree agrees to pay Additional Interest to each Holder of New Notes that are Transfer Restricted Securities affected thereby additional interest in an amount equal with respect to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per 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 Additional Interest shall increase by an additional 25 basis points $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 Additional Interest of 1% $0.25 per annum of the week per $1,000 principal amount of such Transfer Restricted Securities; provided that the Issuers 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 Additional Interest payable with respect to the New Notes that are Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes . (b) 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 calculating (A) the Issuers’ timely compliance 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 payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) above, of Section 5(a) shall be payable in cash on 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration StatementInterest Payment Dates. All accrued additional interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully Company set forth in the Indenture and the Securities. Notwithstanding the fact preceding paragraph that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities security shall have been satisfied in full.

Additional Interest. If (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if: (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline90th day following the Issue Date, (ii) any such a Shelf Registration Statement has not been declared effective by filed with the Commission Commission, or (ii) on or prior to the applicable Effectiveness Deadline210th day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission, or (iii) after the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or effectiveness date of any Shelf Registration Statement, (ivx) any such Shelf Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded 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 2 five Business Days by Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein or such other document with the Commission to make such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension Periods exceed 45 or 60 calendar days, as applicable, whether or not 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 Effectiveness Period, or (iv) the Company shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof, provided that cures such failure and that is itself declared effective within 5 Business Days not solely due to the failure of filing such post-effective amendment a Holder of Registrable Securities to such Registration Statement perform its obligations set forth in Section 3(a)(ii) hereof (each such event referred to in clauses of (i) through (iv), ) a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 additional interest Company 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one (“Additional Interest”), from and including the day following such Registration Default to but excluding the day on which such Registration Default is cured, at any given time. Notwithstanding anything a rate per annum equal to the contrary set forth herein, an additional one-quarter of one percent (10.25%) upon filing of the Exchange Offer Applicable Amount to and including the 90th day following such Registration Statement Default, and one-half of one percent (and/or, if applicable0.50%) 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 Shelf Company will deliver to each Holder converting Securities during the continuance of a Registration Statement), in Default 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion (“Additional Shares”) and no Additional Interest shall be payable on such converted Securities. (b) In the case of (ia Registration Default described in Sections 7(a)(i)-(iii) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/orAdditional Interest, if applicableany, the Shelf Registration Statement)shall be payable only to Notice Holders and, in the case respect of (iia Registration Default described in Section 7(a)(iv) 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/orAdditional Interest, 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 applicableany, shall cease. For purposes 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 calculating the Issuers’ timely compliance with clause (iv) abovethis Section 7 shall be paid in cash semiannually in arrears, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until first semiannual payment due on the later of (x) first interest payment date following the date such Registration Statement ceases to be effective, and (y) such date on which such Additional Interest begins to accrue, to the Notice Holders in whose name the 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 Holder shall have completed its review pursuant to Business Day, immediately preceding the relevant interest payment date. (d) Except as provided in Section 6(c)(v9(a) hereof and provided any comments to such Registration Statement. All accrued additional interest hereof, the Additional Interest or Additional Shares as set forth in this Section 7 shall be paid the exclusive cash (or asset, as the case may be) remedy available to the Holders entitled thereto, of Registrable Securities for such Registration Default. In no event shall the Company be required to pay Additional Interest in excess of the manner provided for the payment applicable maximum amount of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully one-half of one percent (0.50%) set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securitiesabove, all obligations regardless of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullwhether one or multiple Registration Defaults exist.

Additional Interest. (a) If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in Sections 3(a), 4(a) and 4(c), as applicable, (ii) any of such required Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in Sections 3(a), 4(a) and 4(c), as applicable, (the "Effectiveness DeadlineTarget Date"), (iii) the Exchange Offer has not been Consummated on within 30 business days after the Effectiveness Target Date, or prior longer if required by applicable Federal and state securities laws, with respect to the Consummation Deadline Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose in connection with resales of Transfer Restricted Securities without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days (except as permitted in paragraph (b); such period of filing such post-effective amendment to time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby Company and the Guarantors jointly and severally agree to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities adversely 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 period or portion thereof that the Registration Default continues for with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the additional interest Additional Interest shall increase by an additional 25 basis points $.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 Additional Interest of 1% $.50 per annum of the week per $1,000 principal amount of Transfer Restricted Securities; . All accrued Additional Interest shall be paid to Record Holders by the Company and the Guarantors by wire transfer of immediately available funds or by Federal funds check on each Damages Payment Date, as provided that in the Issuers shall in no event be required Indenture. Following the cure of all Registration Defaults relating to pay additional interest for more than one any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. (b) A Registration Default at any given time. Notwithstanding anything referred to the contrary set forth herein, (1in Section 5(a)(iv) upon filing of the Exchange Offer shall be deemed not to have occurred and be continuing in relation to a Registration Statement (and/or, or the related Prospectus 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 Blackout Period has occurred solely as a result of (iix) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other material events with respect to the Company that would need to be described in such Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement related Prospectus and (and/or, if applicable, the Shelf Registration Statementii) to again be declared effective or made usable in the case of clause (iv) abovey), the additional interest Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in 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 above paragraph from the day such Registration Default occurs until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, however, that in no event shall the total of all Blackout Periods exceed 60 days in the aggregate of any 12 month period. All payment obligations of the Company and the Guarantors set forth in this Section that are outstanding with respect to the any Transfer Restricted Securities as a result of Security at the time 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 security ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities Security shall survive until such time as all such payment obligations with respect to such securities Security shall have been satisfied in full.

Additional Interest. If (ia) any Registration Statement required by this Agreement is the Exchange Offer has not filed with the Commission on been Consummated or prior to the applicable Filing Deadline, (ii) any such a Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline360th day after the Initial Placement Date, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivb) any if applicable, a Shelf Registration Statement required by this Agreement is filed and has been declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days during the Effectiveness Period (other than because of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”the sale of all of the Transfer Restricted Securities registered thereunder), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of (“Additional Interest”) shall accrue on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence Notes at a rate of such Registration Default. The amount of the additional interest shall increase 0.25% per annum (which rate will be increased by an additional 25 basis points with respect to 0.25% per annum for each subsequent 90-day period until all Registration Defaults have been cured, up that such Additional Interest continues to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securitiesaccrue; provided that the Issuers shall rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to calculated by the contrary set forth herein, Issuers) commencing on the (1x) upon filing of 361st day after the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement)Initial Placement Date, in the case of clause (ia) above, or (2y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the Exchange Offer applicable Shelf Registration Statement (and/orwhich had ceased to remain effective, if applicable, Additional Interest on the Shelf Registration Statement), Notes in the case respect 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 which such events relate as a result of such clause (i), (ii), (iii) or (ivthe relevant subclause thereof), as applicablethe case may be, shall ceasecease to accrue. For purposes Notwithstanding any other provisions of calculating the Issuers’ timely compliance with clause (iv) abovethis Section 5, the period in which Issuer shall file with the Commission such amendment in clause (4) above, Issuers shall not commence until the later of (x) the date such Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers obligated to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied Additional Interest provided in fullthis Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

Additional Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, ; (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Deadline, Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 five Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment 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 Registration Statement suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 120 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers Issuer hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required agrees to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1"ADDITIONAL INTEREST") 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 from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a result rate, to each holder of such clause (i)Transfer Restricted Security, (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) with respect to the date such first 90-day period during which a Registration Statement ceases Default shall have occurred and be continuing, equal to be effective0.25% per annum of the aggregate principal amount of the Notes, and (y) such date with respect to the period commencing on which a Holder the 91st day following the day the Registration Default shall have completed its review pursuant occurred and be continuing, equal to Section 6(c)(v0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Additional Interest accrue at an aggregate rate per year exceeding 0.50% of the aggregate principal amount of the Notes. (b) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid in arrears to Record Holders by the Holders entitled theretoIssuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Security, the accrual of Additional Interest with respect to such Transfer Restricted Security will cease. The Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in the manner provided for connection with the payment of interest in Additional Interest. All obligations of the Indenture and the Securities, on each Interest Payment Date, as more fully Issuer set forth in the Indenture and the Securities. Notwithstanding the fact this Section 3 that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities Transfer Restricted Security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such registration default.

Additional Interest. If (a) The parties hereto agree that the Holders of Notes or New Notes, as the case may be, will suffer 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. Accordingly, in the event that: (i) any neither the Exchange Offer Registration Statement required by this Agreement is not nor the Shelf Registration Statement have been filed with the Commission on or prior to the applicable Filing Deadline, 90th day following the original issuance of the Notes; (ii) any such neither the Exchange Offer Registration Statement has not nor the Shelf Registration Statement have been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 180th day following the original issuance of the Notes; (iii) neither the Exchange Offer has not been Consummated completed nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline or 210th day following the original issuance of the Notes; or (iv) any either the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter or Shelf Registration Statement cease to be effective or fail usable in connection with the resales of the Notes or New Notes during a period in which it is required to be usable for its intended purpose effective hereunder without being succeeded within 2 Business Days immediately by a any additional Registration Statement or post-effective amendment to such Registration Statement that cures such failure covering the Notes or the New Notes, as the case may be, which has been filed and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement effective; (each such event referred to in the foregoing clauses (i) through (iv), a “"Registration Default”"), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of ("Additional Interest") will accrue on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that 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 continues for first occurs and while any such Registration Default has occurred and is continuing, to but excluding the first 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 the such first occurrence of a Registration Default and while any such Registration Default. The amount of the additional interest Default has occurred and is continuing, and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.50% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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)all Registration Defaults, (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) such date on which a Holder shall all of the filings, declarations of effectiveness and consummations referred to in the preceding sentence have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional been achieved, on which date the interest shall be paid rate on the Notes or the New Notes, respectively, will revert to the Holders entitled theretointerest 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 the manner provided trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on the next interest payment of interest 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 agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the damages that will be suffered by Holders of Notes or New Notes by reason of the happening of any Registration Default. (d) All of the Company's and the Securities, on each Interest Payment Date, as more fully Guarantor's obligations set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities this Section 5 shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthe termination of this Agreement.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers -------------------- Authority hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers Authority 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesInitial Notes, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesInitial Notes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Authority to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) The parties hereto acknowledge that the Holders of Notes will suffer 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. Accordingly, in the event that: (i) any the Exchange Offer Registration Statement required by this Agreement is has not been filed with the Commission on or prior to the applicable Filing Deadline, 120th day after the Closing Date; (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, 210th day after the Closing Date; (iii) neither the Exchange Offer has not been Consummated completed nor the Shelf Registration Statement has been declared effective on or prior to the Consummation Deadline or 255th day after the Closing Date; (iv) any the Shelf Registration Statement required by this Agreement is filed and has not been declared effective but shall thereafter cease on or prior to the 120th day after the required or requested time of filing pursuant to Section 3 hereof; or (v) after the Shelf Registration Statement, if applicable, has been declared effective, the Shelf Registration Statement ceases to be effective or fail 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 usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement under this Agreement; (each such event referred to in the foregoing clauses (i) through (ivv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of (“Additional Interest”) will accrue on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that Notes affected thereby (in addition to the stated interest on the Notes), from and including the date on which any Registration Default continues for first occurs and while any such Registration Default has occurred and is continuing, to but excluding the first 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 the such first occurrence of a Registration Default and while any such Registration Default. The amount of the additional interest Default has occurred and is continuing, and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.50% per annum with respect to all Registration Defaults, until the date on which all of the principal amount filings, declarations of Transfer Restricted Securities; provided that effectiveness and consummations referred to in the Issuers shall in no event be required to pay additional preceding sentence have been achieved, on which date the interest for more than one Registration Default at any given time. Notwithstanding anything rate on the applicable Notes will revert to the contrary set forth herein, interest rate originally borne by such notes. (1b) The Company shall notify the Trustee immediately upon filing its knowledge of the Exchange Offer happening of each and every Registration Statement Default. The Company shall pay the Additional Interest due on the Notes, as the case may be, by depositing with the Trustee (and/or, if applicable, which shall not be the Shelf Registration StatementCompany for these purposes), in trust, for the case benefit 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, prior to 11:00 A.M. on the next interest payment date specified in the manner 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 agree that the Additional Interest provided for in this Section 5 constitutes a reasonable estimate of the payment damages that will be suffered by Holders of interest in Notes by reason of the Indenture and happening of any Registration Default. (d) All of the Securities, on each Interest Payment Date, as more fully Company’s obligations set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities this Section 5 shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullthe termination of this Agreement.

Additional Interest. If (a) The Obligors and the Initial Purchasers agree that the Holders of Registrable Notes will suffer damages if the Obligors 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 Company agrees to pay additional interest on the Notes ("Additional Interest") ( or "Assessed Damage Amounts" to the extent the Company elects to make payments under section 4(c) herein) under the circumstances and to the extent set forth below: (i) any if neither the Exchange Registration Statement required by this Agreement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing Deadline, Date; (ii) any such if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) 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 by the Commission on or prior to the applicable Effectiveness Deadline, date 125 days after the delivery of the Shelf Notice; and/or (iiiv) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated on or prior to 180 days after the Consummation Deadline Issue Date or (ivB) any the Exchange Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail at any time prior to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period or portion thereof time that the 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 25 basis points with respect Ex change Offer is consummated as to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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, Notes validly tendered or (1C) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period. (1) upon the filing of the Ex change Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the or a Shelf Registration Statement), (in the case of (ii) above), (3) upon Consummation the filing of the Exchange Offer, Shelf Registration (in the case of (iii) above), or (4) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (in the case of (iv) above), or (5) upon the additional interest payable with respect 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 Transfer Restricted Securities 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 Notes as a result of such clause (i), (ii), (iii), (iv) or (ivv) (or the relevant subclause thereof), as applicablethe case may be, shall ceasecease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the Notes. (b) The Obligors shall notify the Holders within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). For purposes Any amounts of calculating the Issuers’ timely compliance with clause Additional Interest due pursuant to (a) (i) , (a) (ii) , (a) (iii) , (a) (iv) or (a) (v) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Accreted Value (in the case of any such determination on or prior to August 1, 2002) or the principal amount at maturity (in the case of any such determination after August 1, 2002) of the Registrable Notes, multiplied 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-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. (c) Notwithstanding paragraph (b) above, the period in which Issuer shall file Obligors are not required to pay Additional Interest prior to the time cash interest is payable on the Notes; provided, however, that should the Obligors elect to defer payment of the Additional Interest (such amount, and any interest payable with respect thereto, the Commission "Assessed Damage Amount") subsequent to the time such amendment in clause Additional Interest would otherwise be payable under paragraph (4b) above, shall not commence until the later of (x) Assessed Damage Amount will bear interest at the date such Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to same rate as the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive Notes until such time as such obligations with respect to such securities shall have been satisfied in fullof payment.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable Exchange Offer Effectiveness Deadline or 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 shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points a per 90-day period annum rate of the $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $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 1% $0.50 per annum of the week per $1,000 principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment DateDate (as defined in the Indenture), as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (i) any of the Registration Statement Statements required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadlinedate specified for such filing in this Agreement, (ii) any of such Registration Statement Statements has not been declared effective by the Commission on or prior to the applicable date specified for such effectiveness in this Agreement (the "Effectiveness DeadlineTarget Date"), 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 has not been Consummated on or prior within 30 days of the Effectiveness Target Date with respect to the Consummation Deadline Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “"Registration Default”"), then the Issuers Issuer hereby agree to pay to each Holder of agrees that -------------------- additional interest ("Additional Interest") shall accrue on the Transfer ------------------- Restricted Securities affected thereby additional at a rate of 0.50% per annum over the rate at which interest in an amount equal to 25 basis points per 90-day period is then otherwise accruing or, as applicable, principal is then accreting (as determined under the provisions of the principal amount of Transfer Restricted Securities held by such Holder for Indenture) during the 90-day period or portion thereof that the Registration Default continues for the first 90-90- day period immediately following the occurrence of such any Registration Default. The amount of the additional interest Default and shall increase by an additional 25 basis points with respect to 0.25% per annum at the end of each subsequent 90-day period until period, but in no event shall such Additional Interest exceed 2.00% per annum. Following the cure of all Registration Defaults have been curedrelating to any particular Transfer Restricted Securities, up the Issuer shall not be obligated to a maximum amount of additional interest of 1% per annum of accrue and pay Additional Interest on the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one provided, however, that, if at any time thereafter a different Registration Default at any given time. Notwithstanding anything to occurs, Additional Interest shall again become payable on 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 relevant 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statementthe foregoing provisions. All accrued additional interest shall be paid to obligations of the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as more fully Issuer set forth in the Indenture and the Securities. Notwithstanding the fact preceding paragraph that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities Note shall have been satisfied in full.

Additional Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, ; (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness Deadline, Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 five Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment 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 Registration Statement 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 Issuers Company hereby agree agrees to pay liquidated damages in the form of additional interest ("ADDITIONAL INTEREST") with respect to each Holder of the Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-from and including the day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that following the Registration Default continues for 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 immediately following the occurrence of such during which a Registration Default. The amount of the additional interest Default shall increase by an additional 25 basis points with respect have occurred and be continuing, equal to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 10.25% per annum of the principal amount of Transfer Restricted the Securities; provided that the Issuers 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) such date 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 Holder Registration Default shall have completed its review pursuant occurred and be continuing, equal to Section 6(c)(v0.25% per annum of the principal amount of the converted Securities, and (y) hereof 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 any comments to such Registration Statement. 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 Additional Interest shall be paid in arrears to Record Holders by the Holders entitled thereto, Company on each Additional Interest Payment Date in the same manner provided for as 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. Notwithstanding Upon the fact that cure of all Registration Defaults relating to any securities for which additional interest is due cease to be Transfer Restricted Securitiesparticular Security or share of Common Stock, all obligations the accrual of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations Additional Interest with respect to such securities 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 have been satisfied in full.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

Additional Interest. If (i) any if neither the Exchange Registration Statement required by this Agreement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing Deadline, Date; (ii) any such if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date; (iii) 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 by the Commission on or prior to the applicable Effectiveness Deadline, date 105 days after the delivery of the Shelf Notice; and/or (iiiv) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer has not been Consummated on or prior to the Consummation Deadline Date or (ivB) any the Exchange Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease ceases to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything time prior to the contrary set forth herein, (1) upon filing of time that the Exchange Offer Registration Statement is consummated as to all Notes validly tendered or (and/or, C) if applicable, the Shelf Registration Statement), has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period. (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the or a Shelf Registration Statement), (in the case of (ii) above), (3) upon Consummation the filing of the Exchange Offer, Shelf Registration (in the case of (iii) above), or (4) upon the filing effectiveness of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (in the case of (iv) above), or (5) upon the additional interest payable with respect 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 Transfer Restricted Securities 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 Notes as a result of such clause (i), (ii), (iii), (iv) or (ivv) (or the relevant subclause thereof), as applicablethe case may be, shall cease. For purposes of calculating cease to accrue and the Issuers’ timely compliance with clause (iv) above, interest rate on 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid Notes will revert to the Holders entitled thereto, in interest rate originally borne by the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullNotes.

Additional Interest. If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Shelf Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days immediately by a post-effective amendment to such Registration Statement or an additional Registration Statement that cures such failure and that is itself declared effective within 5 Business Days five days of filing such post-effective amendment to such Registration Statement or of filing such additional Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers Company 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 25 basis points $0.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $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 1% $0.25 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (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 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, thereto in the manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, Date as more fully set forth in the Indenture and the SecuritiesNotes. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. If (a) If: (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, ; (ii) any such the Shelf Registration Statement has not been declared effective by the Commission 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 applicable Amendment Effectiveness DeadlineDeadline Date; (v) except as provided in Section 4(b)(i) hereof, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 ten (10) Business Days by a post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days and, in the case of filing such a post-effective amendment to such amendment, is itself immediately declared effective; or (vi) 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 thirtieth (30th) day or 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 120 days in any 360 day period, (each such event referred to in foregoing clauses (i) through (ivvi), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities 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 period 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 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 maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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"ADDITIONAL INTEREST"), 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 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, in respect of the Debentures, to each holder of Debentures accruing at 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 rate of (x) with respect to the date such first ninety (90)-day period during which a Registration Statement ceases Default shall have occurred and be continuing, equal to be effective0.25% per annum of the outstanding principal amount thereof, and (y) such date with respect to the period commencing on the ninety-first (91st) day following the day on which a Holder the Registration Default shall have completed its review pursuant occurred and be continuing, equal to Section 6(c)(v0.50% per annum of the outstanding principal amount thereof; PROVIDED that in no event shall Additional Interest accrue at a rate per year exceeding 0.50% of the outstanding principal amount thereof. (b) hereof and provided any comments to such Registration Statement. All accrued additional interest Additional Interest shall be paid in arrears to Record Holders by the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, Company on each Additional Interest Payment Date, except as more fully provided in Section 3(c) hereof. Upon the cure of all Registration Defaults relating to any particular Debenture, the accrual of Additional Interest with respect to such Debenture will cease. (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 accrued and unpaid Additional Interest with respect to such Debentures as provided in Section 3(a)(A) hereof to (but excluding) the conversion date relating to the settlement date. All obligations of the Company set forth in the Indenture and the Securities. Notwithstanding the fact this Section 3 that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest are outstanding with respect to securities 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 securities Transfer Restricted Security shall have been satisfied in full. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default.

Additional Interest. (a) If (i) any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to or on the applicable Shelf Filing Deadline, (ii) any such the Shelf Registration Statement has not been declared effective by the Commission on or prior to or on the applicable Effectiveness DeadlineTarget Date, (iii) except as provided in Section 4(b)(i) hereof, the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Shelf Registration Statement required by this Agreement is filed and declared effective but but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 five (5) Business Days by a an effective post-effective amendment to such the Shelf Registration Statement 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 that is itself declared effective within 5 Business Days of filing such postor (iv) Suspension Periods exceed 30 days in any 90 day period or 90 days in any 12-effective amendment to such Registration Statement month period (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), then the Issuers Issuer hereby agree agrees to pay additional interest (“Additional Interest”) with respect to each Holder of Debentures that are Transfer Restricted Securities affected thereby additional interest in an amount from and including the day following the Registration Default to, but excluding, the earlier of the day on which the Registration Default has been cured or the end of the Effectiveness Period, accruing at a rate, to each holder of Debentures, equal to 25 basis points one-half of one percent (0.50%) per 90-each thirty (30) day period of such Registration Default of the principal amount of Debentures related to the Transfer Restricted Securities held subject to such Shelf Registration Statement, it being understood that (a) Additional Interest with respect to such Transfer Restricted Securities shall not accrue under more than one of the foregoing clauses (i) through (iv) at any one time, (b) no Additional Interest shall be payable on any Debentures that have been converted into Conversion Shares or upon such Conversion Shares and (c) all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. (b) All accrued Additional Interest shall be paid in arrears to Record Holders by such Holder for the 90Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check in accordance with the terms of the Indenture. All accrued Additional Interest will be calculated on the basis of a 360-day period or portion thereof that the Registration Default continues for the first 90year consisting of twelve (12) 30-day period immediately following months. Following the occurrence cure of all Registration Defaults relating to any particular Debentures, the accrual of Additional Interest with respect to such Debentures will cease. The Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. The Additional Interest set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default. The amount . (c) Immediately upon the occurrence or the termination of a Registration Default, the Issuer shall give the Trustee, so long as the Debentures remain outstanding, notice of such commencement or termination of the additional interest shall increase by an additional 25 basis points obligation to pay Additional Interest with respect regard to each subsequent 90-day period until all Registration Defaults have been curedthe Debentures, up to a maximum and the amount of additional interest of 1% per annum thereof and of the principal amount of Transfer Restricted Securities; provided that the Issuers 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 nature of the Exchange Offer Registration Statement default giving rise to such commencement or the event giving rise to such termination, as the case may be (and/orsuch notice to be contained in an Officers’ Certificate (as such term is defined in the Indenture)), if applicableand 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), 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 may be declared effective or made usable in the case of (iv) above, the additional interest payable terminated 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 at any time after 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner 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. Notwithstanding the fact that any securities for which additional interest is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in fullEffectiveness Period.

Additional Interest. (a) If (iA) any the Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Registration Filing Deadline, as applicable, (iiB) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline or the Shelf Registration Effectiveness Deadline, as applicable, (iiiC) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (ivD) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days five (5) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days ten (10) business days of filing such post-effective amendment to such Registration Statement (except as permitted in paragraph (c) of this Section 5, such period of time during which any such Registration Statement is not effective or any such Registration Statement or the related Prospectus is not usable being referred to as a "Blackout Period") (each such event referred to in clauses (iA) through (ivD), a “"Registration Default”"), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points $.05 per 90-day period of the week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the 90-day period 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 additional interest shall increase by an additional 25 basis points $.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 1% $.50 per annum of the week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Issuers 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, (1i) upon filing of the Exchange Offer Registration Statement (and/or, and/or if applicable, applicable the Shelf Registration Statement), in the case of (iA) above, (2ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, applicable the Shelf Registration Statement), in the case of (iiB) above, (3iii) upon Consummation of the Exchange Offer, in the case of (iiiC) above, or (4iv) 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 usable, in the case of (ivD) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (iA), (iiB), (iiiC) or (ivD), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause . (ivb) 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each Interest Payment Date, as more fully set forth in the Indenture and the SecuritiesNotes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest is due cease ceases to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such 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 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 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 that would need to be described in such Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement (including by way of filing documents under the Exchange Act which are incorporated by reference into the Registration Statement) such Registration Statement and the related Prospectus to describe such events; provided, however, that in 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 paragraph (a) of this Section 5 from the day such Registration Default occurred until such Registration Default is cured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or the related Prospectus usable; provided, further, that in no event shall the total of all Blackout Periods exceed 45 days in the aggregate of any 12-month period. All payment obligations of the Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such security shall have been satisfied in full.

Additional Interest. If Subject to the provisions of Sections 6(b)(iii) and 6(d) hereof, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of such Registration Statement has Statements is not been declared effective by the Commission on or prior to the applicable Exchange Offer Effectiveness Deadline or 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 shall thereafter cease to be effective or fail ceases to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”"REGISTRATION DEFAULT"), then the Issuers Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest ("ADDITIONAL INTEREST") in an amount equal to 25 basis points a per 90-day period annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof of time that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest Additional Interest shall increase by an additional 25 basis points per annum rate of 0.25% with respect to each subsequent 90-day period until all no Registration Defaults have been curedDefault is in effect, up to a maximum amount of additional interest Additional Interest for all Registration Defaults of 11.00% per annum of on the principal amount of Transfer Restricted Securities; provided that the Issuers Company and the Guarantors shall in no event be required to pay additional interest Additional Interest for more than one Registration Default with respect to a particular series of Transfer Restricted Securities 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 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) cease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Statement ceases to be effective, and (y) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration StatementDefault. All accrued additional interest Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each the next scheduled Interest Payment DateDate (as defined in the Indenture), as more fully set forth in the Indenture and the SecuritiesNotes. The amount of Additional Interest with respect to a particular series of Initial Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Notes of a particular series, multiplied 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-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding the fact that any securities for which additional interest is Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company and the Guarantors to pay additional interest Additional Interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. The amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing, and a Holder of Initial Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

Additional Interest. If Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline or the Shelf Effectiveness Deadline, as applicable, (ii) any such the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the applicable Exchange Offer Registration Statement Effectiveness Deadline, (iii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to the Shelf Effectiveness Deadline, as applicable, (iv) the Exchange Offer has not been Consummated on or prior to by the Consummation Deadline with respect to the Exchange Offer Registration Statement or (ivv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (ivv), a “Registration Default”), then the Issuers Company hereby agree agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points a per 90-day period annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that while the 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 , with such rate increasing by an additional 25 basis points per annum rate of 0.25% 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 10.5% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers 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 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 the effectiveness of the Shelf Registration Statement, if applicable, in the case of clause (iii) above, (4) upon Consummation of the Exchange Offer, in the case of clause (iiiiv) above, or (45) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (ivv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv) or (ivv), 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) such date on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement. All accrued additional interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the SecuritiesIndenture, on each the next scheduled Interest Payment Date, as more fully set forth in the Indenture Indenture, the Initial Notes and the SecuritiesExchange Notes. All accrued additional interest shall be computed in the manner provided for the computation of interest in the Indenture. Notwithstanding the fact that any securities for which additional interest is are due cease to be Transfer Restricted Securities, all obligations of the Issuers Company to pay additional interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.